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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-40959
ROTH CH ACQUISITION CO.
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
98-1601095 |
(State or other jurisdiction of incorporation) |
|
(IRS Employer Identification No.) |
2340 Collins Avenue; Suite 402
Miami Beach, FL 33141
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (949) 720-7133
TKB Critical Technologies 1
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share and one-half of one redeemable
warrant |
|
USCTU |
|
The Nasdaq Stock Market, LLC |
Class A ordinary share, par value $0.0001 per share |
|
USCT |
|
The Nasdaq Stock Market, LLC |
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each
at an exercise price of $11.50 per share |
|
USCTW |
|
The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 15 months (or
for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive
Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 15 months (or
for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ |
Large accelerated filer |
☐ |
Accelerated filer |
☒ |
Non-accelerated filer |
☒ |
Smaller reporting company |
|
☒ |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐
As of November 9, 2023, there were 7,794,236 Class A ordinary shares issued and outstanding, and 75,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.
ROTH CH ACQUISITION CO.
(F/K/A TKB CRITICAL TECHNOLOGIES 1)
Quarterly Report on Form 10-Q
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
ROTH CH ACQUISITION CO. (F/K/A TKB CRITICAL TECHNOLOGIES 1)
CONDENSED BALANCE SHEETS
| |
| | | |
| | |
| |
September 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
(Audited) | |
ASSETS | |
| | | |
| | |
Cash | |
$ | 91,533 | | |
$ | 124,237 | |
Prepaid expenses | |
| 80,521 | | |
| 336,075 | |
Total Current Assets | |
| 172,054 | | |
| 460,312 | |
| |
| | | |
| | |
Cash and marketable securities held in Trust Account | |
| 22,846,633 | | |
| 237,987,827 | |
TOTAL ASSETS | |
$ | 23,018,687 | | |
$ | 238,448,139 | |
| |
| | | |
| | |
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 551,422 | | |
$ | 1,581,635 | |
Accrued offering costs | |
| - | | |
| 78,000 | |
Promissory note - related party | |
| 412,941 | | |
| - | |
Total Current Liabilities | |
| 964,363 | | |
| 1,659,635 | |
| |
| | | |
| | |
Warrant liabilities | |
| 1,811,150 | | |
| 482,825 | |
Deferred underwriter fee payable | |
| - | | |
| 8,800,000 | |
Total Liabilities | |
| 2,775,513 | | |
| 10,942,460 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 8) | |
| | | |
| | |
Class A ordinary shares subject to possible redemption; $0.0001 par value; 200,000,000 shares authorized; 2,119,236 and 23,000,000 shares issued and outstanding at redemption value of $10.78 and $10.35 per share at September 30, 2023 and December 31, 2022, respectively | |
| 22,846,633 | | |
| 237,987,827 | |
| |
| | | |
| | |
SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no issued or outstanding | |
| - | | |
| - | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,675,000 shares and no shares issued or outstanding (excluding 2,119,236 and 23,000,000 shares subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively | |
| 568 | | |
| - | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 75,000 and 5,750,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | |
| 7 | | |
| 575 | |
Additional paid-in capital | |
| 7,592,962 | | |
| - | |
Accumulated deficit | |
| (10,196,996 | ) | |
| (10,482,723 | ) |
Total Shareholders’ Deficit | |
| (2,603,459 | ) | |
| (10,482,148 | ) |
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | |
$ | 23,018,687 | | |
$ | 238,448,139 | |
The accompanying notes are an integral part of these condensed financial statements.
ROTH CH ACQUISITION CO. (F/K/A TKB CRITICAL TECHNOLOGIES 1)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| |
| | | |
| | | |
| | | |
| | |
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Formation and operating costs | |
$ | 460,206 | | |
$ | 313,681 | | |
$ | 4,097,406 | | |
$ | 1,069,492 | |
Loss from operations | |
| (460,206 | ) | |
| (313,681 | ) | |
| (4,097,406 | ) | |
| (1,069,492 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other (expense) income: | |
| | | |
| | | |
| | | |
| | |
Change in fair value of warrant liabilities | |
| (1,185,925 | ) | |
| 2,222,775 | | |
| (1,328,325 | ) | |
| 9,122,500 | |
Interest income on cash and marketable securities held in Trust Account | |
| 336,709 | | |
| 1,058,906 | | |
| 2,204,264 | | |
| 1,399,324 | |
Forgiveness of Debt | |
| 42,181 | | |
| - | | |
| 4,692,176 | | |
| - | |
Commitment fee | |
| - | | |
| - | | |
| (125,000 | ) | |
| - | |
Other (expense) income, net | |
| (807,035 | ) | |
| 3,281,681 | | |
| 5,443,115 | | |
| 10,521,824 | |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
$ | (1,267,241 | ) | |
$ | 2,968,000 | | |
$ | 1,345,709 | | |
$ | 9,452,332 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares | |
| 7,978,163 | | |
| 23,000,000 | | |
| 11,647,831 | | |
| 23,000,000 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per share, Class A ordinary shares | |
$ | (0.16 | ) | |
$ | 0.10 | | |
$ | 0.11 | | |
$ | 0.33 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class B ordinary shares | |
| 75,000 | | |
| 5,750,000 | | |
| 444,301 | | |
| 5,750,000 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per share, Class B ordinary shares | |
$ | (0.16 | ) | |
$ | 0.10 | | |
$ | 0.11 | | |
$ | 0.33 | |
The accompanying notes are an integral part of these condensed financial statements.
ROTH CH ACQUISITION CO. (F/K/A TKB CRITICAL
TECHNOLOGIES 1)
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Unaudited)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Ordinary Shares | | |
Additional | | |
| | |
Total | |
| |
Class A | | |
Class B | | |
Paid-In | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance — December 31, 2022 | |
| - | | |
$ | - | | |
| 5,750,000 | | |
$ | 575 | | |
$ | - | | |
$ | (10,482,723 | ) | |
$ | (10,482,148 | ) |
Conversion of Class B ordinary shares to Class A ordinary shares | |
| 5,650,000 | | |
| 565 | | |
| (5,650,000 | ) | |
| (565 | ) | |
| - | | |
| - | | |
| - | |
Sale of founder shares and private warrants by sponsor | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,753 | | |
| - | | |
| 5,753 | |
Sale of founder shares and private warrants by sponsor | |
| - | | |
| - | | |
| - | | |
| - | | |
| (5,753 | ) | |
| - | | |
| (5,753 | ) |
Remeasurement of Class A ordinary shares subject to redemption | |
| - | | |
| - | | |
| - | | |
| - | | |
| (125,000 | ) | |
| (1,059,982 | ) | |
| (1,184,982 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (4,671,643 | ) | |
| (4,671,643 | ) |
Balance — March 31, 2023 (unaudited) | |
| 5,650,000 | | |
| 565 | | |
| 100,000 | | |
| 10 | | |
| - | | |
| (16,214,348 | ) | |
| (16,213,773 | ) |
Conversion of Class B ordinary shares to Class A ordinary shares | |
| 25,000 | | |
| 3 | | |
| (25,000 | ) | |
| (3 | ) | |
| | | |
| | | |
| | |
Reduction of deferred underwriting fee | |
| - | | |
| - | | |
| - | | |
| - | | |
| 8,231,688 | | |
| - | | |
| 8,231,688 | |
Remeasurement of Class A ordinary shares subject to redemption | |
| - | | |
| - | | |
| - | | |
| - | | |
| (742,574 | ) | |
| - | | |
| (742,574 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 7,284,593 | | |
| 7,284,593 | |
Balance — June 30, 2023 (unaudited) | |
| 5,675,000 | | |
| 568 | | |
| 75,000 | | |
| 7 | | |
| 8,049,670 | | |
| (8,929,755 | ) | |
| (879,510 | ) |
Remeasurement of Class A ordinary shares subject to redemption | |
| - | | |
| - | | |
| - | | |
| - | | |
| (456,708 | ) | |
| - | | |
| (456,708 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,267,241 | ) | |
| (1,267,241 | ) |
Balance — September 30, 2023 (unaudited) | |
| 5,675,000 | | |
$ | 568 | | |
| 75,000 | | |
$ | 7 | | |
$ | 7,592,962 | | |
$ | (10,196,996 | ) | |
$ | (2,603,459 | ) |
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
| |
|
|
|
|
|
|
|
|
Class B
Ordinary Shares
| | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders’ | |
| |
|
|
|
|
|
|
|
|
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance — December 31, 2021 | |
|
- |
|
|
|
- |
|
|
| 5,750,000 | | |
$ | 575 | | |
$ | - | | |
$ | (18,340,237 | ) | |
$ | (18,339,662 | ) |
Net income | |
|
- |
|
|
|
- |
|
|
| - | | |
| - | | |
| - | | |
| 2,488,362 | | |
| 2,488,362 | |
Balance — March 31, 2022 | |
|
- |
|
|
|
- |
|
|
| 5,750,000 | | |
| 575 | | |
| - | | |
| (15,851,875 | ) | |
| (15,851,300 | ) |
Re-measurement of Class A ordinary shares to possible redemption amount | |
|
- |
|
|
|
- |
|
|
| - | | |
| - | | |
| - | | |
| (344,360 | ) | |
| (344,360 | ) |
Net income | |
|
- |
|
|
|
- |
|
|
| - | | |
| - | | |
| - | | |
| 3,995,970 | | |
| 3,995,970 | |
Balance — June 30, 2022 | |
|
- |
|
|
|
- |
|
|
| 5,750,000 | | |
| 575 | | |
| - | | |
| (12,200,265 | ) | |
| (12,199,690 | ) |
Re-measurement of Class A ordinary shares to possible redemption amount | |
|
- |
|
|
|
- |
|
|
| - | | |
| - | | |
| - | | |
| (1,984,561 | ) | |
| (1,984,561 | ) |
Net income | |
|
- |
|
|
|
- |
|
|
| - | | |
| - | | |
| - | | |
| 1,793,009 | | |
| 1,793,009 | |
Balance — September 30, 2022 | |
|
- |
|
|
|
- |
|
|
| 5,750,000 | | |
$ | 575 | | |
$ | - | | |
$ | (10,482,723 | ) | |
$ | (10,482,148 | ) |
The accompanying notes are an integral part of these condensed financial statements.
ROTH CH ACQUISITION CO. (F/K/A TKB CRITICAL TECHNOLOGIES 1)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
| | | |
| | |
| |
For the
Nine Months Ended September 30, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating Activities: | |
| | | |
| | |
Net income | |
$ | 1,345,709 | | |
$ | 9,452,332 | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
Interest income on marketable securities held in Trust Account | |
| (2,204,264 | ) | |
| (1,399,324 | ) |
Change in fair value of warrant liability | |
| 1,328,325 | | |
| (9,122,500 | ) |
Forgiveness of debt | |
| (4,692,176 | ) | |
| - | |
Interest expense | |
| 125,000 | | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| 255,554 | | |
| 4,287 | |
Accounts payable and accrued expenses | |
| 3,185,207 | | |
| 324,639 | |
Long term prepaid insurance | |
| - | | |
| 296,199 | |
Accrued offering costs | |
| (8,000 | ) | |
| - | |
Net cash used in operating activities | |
| (664,645 | ) | |
| (444,367 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Investment of cash into trust | |
| (180,000 | ) | |
| - | |
Cash withdrawn from Trust Account in connection with redemption | |
| 217,525,458 | | |
| - | |
Net cash provided by Investing activities | |
| 217,345,458 | | |
| - | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Advances from related party | |
| 310,000 | | |
| - | |
Proceeds from Working Capital Advance | |
| 250,000 | | |
| - | |
Proceeds from promissory note - related party | |
| 321,941 | | |
| - | |
Payment of offering costs | |
| (70,000 | ) | |
| (20,085 | ) |
Redemption of ordinary shares | |
| (217,525,458 | ) | |
| - | |
Net cash used in financing activities | |
| (216,713,517 | ) | |
| (20,085 | ) |
| |
| | | |
| | |
Net Change in Cash | |
| (32,704 | ) | |
| (464,452 | ) |
Cash – Beginning | |
| 124,237 | | |
| 750,562 | |
Cash – Ending | |
$ | 91,533 | | |
$ | 286,110 | |
| |
| | | |
| | |
Non-cash investing and financing activities | |
| | | |
| | |
Conversion of advances and short-term promissory notes to long-term promissory notes | |
$ | 91,000 | | |
$ | - | |
Re-measurement of Class A ordinary shares subject to possible redemption amount | |
$ | 1,324,282 | | |
$ | 1,403,266 | |
Deferred underwriting fee payable written-off | |
$ | 8,231,688 | | |
$ | - | |
Forgiveness of debt from related parties | |
$ | 560,556 | | |
$ | - | |
The accompanying notes are an integral part of these condensed financial statements.
ROTH CH ACQUISITION CO. (F/K/A TKB CRITICAL
TECHNOLOGIES 1)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(Unaudited)
Note 1 — Description of Organization and Business Operations
Roth CH Acquisition Co. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 20, 2021 with the name TKB Critical Technologies 1. The Company changed its name on September 7, 2023 to Roth CH Acquisition Co. The Company was formed for the purpose of entering into a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (the “initial business combination”).
The Company is not limited to a particular industry or geographic location for purposes
of consummating an initial business combination. The Company is an early stage and
emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.
As of September 30, 2023, the Company had not commenced any operations. All activity for the period from
April 20, 2021 (inception) through September 30, 2023, relates to the Company’s formation and its initial public offering (the “IPO”), which is described below and, subsequent to the IPO, identifying a target company
for an initial business combination. The Company will not generate any operating revenues
until after the completion of the initial business combination, at the earliest. The
Company generates non-operating income from the marketable securities held in the
Trust Account (defined below).
The registration statement for the Company’s IPO was declared effective on October 26, 2021 (the “Effective Date”). On October 29, 2021, the Company consummated the IPO of 23,000,000 units (the “Units”), including 3,000,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company
consummated the sale of 10,750,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Warrant in a private placement to TKB Sponsor I, LLC (the “Sponsor”), generating proceeds of $10,750,000.
Transaction costs of the IPO amounted to $21,140,059, consisting of $3,850,000 of underwriting discount, $8,800,000 of deferred underwriting discount, $7,748,431 excess fair value of founder shares and $741,628 of offering costs. Of these amounts, $19,774,814 was recorded to additional paid-in capital and $1,365,245 costs related to the warrant liability was expensed immediately using the residual
allocation method.
Following the closing of the IPO on October 29, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale
of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which will be invested in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any
open-ended investment company that holds itself out as a money market fund selected
by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier
of: (i) the completion of an initial business combination; and (ii) the redemption
of any Public Shares (as defined below) properly submitted in connection with a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Articles”); and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination
by October 29, 2024 (or any extended period of time that the Company may have to consummate an
initial business combination as a result of an amendment to its Articles) (the “Combination Period”).
The Company’s management has broad discretion with respect to the specific application of the
net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially
all of the net proceeds are intended to be applied generally toward consummating an
initial business combination. There is no assurance that the Company will be able
to complete an initial business combination successfully. The Company must complete
an initial business combination with one or more operating businesses or assets that
together have an aggregate fair market value equal to at least 80% of the net assets
held in the Trust Account (excluding the deferred underwriting commissions and taxes
payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial business combination.
The Company will only complete an initial business combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires an interest in the target business or assets sufficient for
it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of an initial business combination either (i) in connection with a general
meeting called to approve the initial business combination or (ii) by means of a tender
offer. The decision as to whether the Company will seek shareholder approval of an
initial business combination or conduct a tender offer will be made by the Company.
The public shareholder will be entitled to redeem their Public Shares for a pro rata
portion of the amount then in the Trust Account ($10.20 per Public Share initially,
plus any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations and which interest shall be net
of taxes payable), calculated as of two business days prior to the completion of the
initial business combination. The per-share amount to be distributed to public shareholders
who redeem their Public Shares will not be reduced by the deferred underwriting commissions
the Company will pay to the underwriters (as discussed in Note 8). There will be no
redemption rights upon the completion of an initial business combination with respect
to the Company’s warrants.
The Company will only proceed with an initial business combination if the Company
has net tangible assets of at least $5,000,001 either prior to or upon such consummation of an initial business combination and
if the Company seeks shareholder approval. If the Company seeks shareholder approval,
the Company will complete its initial business combination only if the Company receives
approval pursuant to an ordinary resolution under Cayman Islands law, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general
meeting of the Company, or (ii) if so authorized by the Company’s Articles, a unanimous written resolution of the shareholders. If a shareholder vote
is not required by applicable law or stock exchange rules and the Company does not
decide to hold a shareholder vote for business or other reasons, the Company will,
pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules
of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing an initial business
combination. If, however, shareholder approval of the transaction is required by applicable
law or stock exchange rules, or the Company decides to obtain shareholder approval
for business or other reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. If the Company seeks shareholder approval in connection with an initial
business combination, the Sponsor has agreed to vote its Founder Shares (as defined
in Note 6), and any Public Shares purchased during or after the IPO in favor of approving
an initial business combination. Additionally, each public shareholder may elect to
redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction or do not vote at all.
Notwithstanding the above, if the Company seeks shareholder approval of an initial
business combination and it does not conduct redemptions pursuant to the tender offer
rules, the Articles provides that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert
or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% or more of the Public Shares, without the prior consent of the Company.
The Articles of the Company provides that only Public Shares and not any Founder Shares
are entitled to redemption rights. In addition, the Sponsor has agreed (a) to waive
its redemption rights with respect to its Founder Shares and Public Shares held by
it in connection with the completion of an initial business combination and (b) not
to propose an amendment to the Articles (i) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of its Public Shares if the Company
does not complete an initial business combination or (ii) with respect to any other
provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides
the public shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment.
If the Company is unable to complete an initial business combination within the Combination
Period, the Company will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its tax
obligations (less up to $100,000 of interest to pay dissolution expenses, which interest
shall be net of taxes payable), divided by the number of then-outstanding Public Shares,
which redemption will completely extinguish public shareholders rights as shareholders
(including the right to receive further liquidating distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law, to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to the Company’s warrants, which will expire as worthless if the Company fails to complete an initial
business combination within the Combination Period.
The Sponsor has agreed to waive its liquidation rights with respect to the Founder
Shares if the Company fails to complete an initial business combination within the
Combination Period. However, if the Sponsor acquires Public Shares in or after the
IPO, such Public Shares will be entitled to liquidating distributions from the Trust
Account if the Company fails to complete an initial business combination within the
Combination Period. The underwriter has agreed to waive it right to its deferred underwriting
commission held in the Trust Account in the event the Company does not complete an
initial business combination within the Combination Period and, in such event, such
amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution
will be less than the Initial Public Offering price per Unit ($10.00).
The Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered (other than its independent registered public
accounting firm) or products sold to the Company, or a prospective target business
with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2)
such lesser amount per Public Share held in the Trust Account as of the date of the
liquidation of the Trust Account due to reductions in the value of the trust assets,
in each case, net of the interest which may be withdrawn to pay franchise and income
taxes. This liability will not apply with respect to claims by a third party who executed
a waiver of any and all rights to seek access to the Trust Account and will not apply
as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against
a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that
the Sponsor will have to indemnify the Trust Account due to claims of creditors by
endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and
other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the
Trust Account.
On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group
Limited, an exempted company limited by shares incorporated under the laws of Bermuda
(“Wejo”), and Green Merger Subsidiary Limited, an exempted company incorporated under the
laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (“Merger Sub 1”) and upon execution of a joinder to the business combination agreement, each of
Wejo Holdings Limited, an exempted company limited by shares incorporated under the
laws of Bermuda and a wholly owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated
under the laws of Bermuda and a wholly owned Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1) (as it may be amended, restated, supplemented or
otherwise modified from time to time, the “Business Combination Agreement”).
On January 27, 2023, the Company held an extraordinary general meeting (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the
“Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from
January 29, 2023 to June 29, 2023 (the “Extension Amendment”). The shareholders also approved a proposal (the “Trust Agreement Amendment Proposal”) to amend the Company’s Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company
as trustee (the “Trust Agreement”), to make a corresponding extension to the date the Company must commence liquidation
of the Trust Account from January 29, 2023, to June 29, 2023. In connection with the vote to approve the Extension Amendment Proposal,
the holders of 17,533,296 Class A ordinary shares properly exercised their right to redeem their shares for
cash at a redemption price of approximately $10.38 per share, for an aggregate redemption amount of approximately $181.9 million.
On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that
certain Mutual Termination Agreement (“Termination Agreement”) pursuant to which the
parties mutually agreed to terminate the Business Combination Agreement pursuant to
Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties.
No party will be required to pay a termination fee as a result of the mutual decision
to enter into the Termination Agreement. The termination of the Business Combination
Agreement also terminates the Voting Agreement, dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of
Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors,
pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively.
On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the “Directors”),
and affiliates of Roth Capital Partners and Craig-Hallum Capital Group llc (the “Buyers”)
entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which Sponsor
and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase
from Sponsor and the Directors, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate
purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Following the closing of the Transaction, Sponsor will have
certain continuing rights, including a right of first refusal to repurchase the Transferred
Securities in certain circumstances as set forth in the Agreement and the right to
invest up to 25% of certain financings. The closing of the Transaction is conditioned
upon, among other things, (i) the termination of the Business Combination Agreement
(as noted above) and the complete release of actual or potential claims or liabilities
thereunder, (ii) continued listing of the Company’s Class A ordinary shares on Nasdaq, (iii) the waiver by the underwriters of the Company’s initial public offering of their rights to deferred underwriting compensation pursuant
to the Underwriting Agreement dated as of October 26, 2021, between the Company and Jefferies LLC as representative of the underwriters
named therein, and (iv) the occurrence of the Class B Conversion.
On June 26, 2023, the Company entered into a termination agreement (the “Termination Agreement”),
pursuant to which the Company terminated the Administrative Services Agreement with
Tartavull Klein Blatteis Capital, LLC dated October 26, 2021 and Tartavull Klein Blatteis Capital, LLC forgave and fully discharged all
outstanding fees thereunder as of the date of the Closing.
On June 28, 2023, the Company held an extraordinary general meeting (the “Second Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the
“Second Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from
June 29, 2023 to October 29, 2024 (the “Extension Amendment”). The shareholders also approved a proposal (the “Second Trust Agreement Amendment Proposal”) to amend the Company’s Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated
to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or
its designee deposits the Monthly Deposit (as defined below) into the trust account),
or (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association. The term “Monthly Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $60,000
or (y) $0.03 per public share multiplied by the number of public shares outstanding.
In connection with the vote to approve the Second Extension Amendment Proposal, the
holders of 3,347,468 Class A ordinary shares properly exercised their right to redeem their shares for
cash at a redemption price of approximately $10.64 per share, for an aggregate redemption amount of approximately $35,601,649. These shares were effectively canceled on July 7, 2023.
Liquidity and Going Concern
As of September 30, 2023, the Company had $91,533 cash and working capital deficit of $792,309. The Company has incurred and expects to continue to incur significant costs in pursuit
of its financing and acquisition plans. The Company expects that it will need to raise
additional capital through loans or additional investments from its Sponsor, shareholders,
officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company
funds, from time to time or at any time, in whatever amount they deem reasonable in
their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional
financing. If the Company is unable to raise additional capital, it may be required
to take additional measures to conserve liquidity, which could include, but not necessarily
be limited to, curtailing operations, suspending the pursuit of a potential transaction,
and reducing overhead expenses. The Company cannot provide any assurance that new
financing will be available to it on commercially acceptable terms, if at all. These
conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
On January 27, 2023, the Company’s shareholders approved an amendment to the Articles to extend the end of the Combination
Period from January 29, 2023 to June 29, 2023 (the “Extension”). The shareholders also approved an amendment to the Company’s Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company
as trustee (the “Trust Agreement”), to make a corresponding extension to the date the Company must commence liquidation
of the Trust Account from January 29, 2023 to June 29, 2023. In connection with the vote to approve the Extension, the holders of 17,533,296 Public Shares properly exercised their right to redeem their shares for cash at a
redemption price of approximately $10.38 per share, for an aggregate redemption amount
of approximately $181.9 million.
On June 28, 2023, the Company held an
extraordinary general meeting (the “Second Extraordinary General
Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension
Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the
“Articles”) to extend the date that the Company has to consummate a
business combination from June 29, 2023 to October 29, 2024 (the “Extension
Amendment”). The shareholders also approved a proposal (the “Second Trust
Agreement Amendment Proposal”) to amend the Company’s Trust
Agreement, to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to
the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36
months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into
the trust account), or (B) such later date as may be approved by the Company’s shareholders in accordance with the
Company’s amended and restated memorandum and articles of association. The term “Monthly
Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share
multiplied by the number of public shares outstanding. On June 28, 2023, July 31, 2023, September 8, 2023,
October 2, 2023, and November 6, 2023, the Company deposited the Monthly Deposit of $60,000,
for an aggregate of $300,000
into the trust account, extending the Business Combination period to November 29, 2023.
The Company assessed going concern
considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”)
Topic 205-40, “Basis of Presentation - Going Concern”. The Company has until November 29, 2023 (absent any
extensions of such period by the Company’s shareholders) to consummate an initial business combination. While the Company
intends to complete a business combination before the mandatory liquidation date, it is uncertain that the Company will be able to
consummate an initial business combination by that time. If an initial business combination is not consummated by that date, there
will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition
and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution, raises
substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate after November 29, 2023.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and has concluded
that while it is reasonably possible that the virus could have a negative effect on
the Company’s financial position, results of its operations, and/or search for a target company,
the specific impact is not readily determinable as of the date of these condensed
financial statements. The condensed financial statements does not include any adjustments
that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country
of Ukraine. As a result of this action, various nations, including the United States,
have instituted economic sanctions against the Russian Federation and Belarus. Further,
the impact of this action and related sanctions on the world economy are not determinable
as of the date of these condensed financial statements. The specific impact on the
Company’s financial condition, results of operations and cash flows is also not determinable
as of the date of these condensed financial statements.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements as of September 30, 2023 have been prepared in accordance with U.S. GAAP for interim financial information
and Article 8 of Regulation S-X. Certain information or footnote disclosures normally
included in financial statements prepared in accordance with GAAP have been condensed
or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary
for a complete presentation of financial position, results of operations, or cash
flows. In the opinion of management, the accompanying unaudited condensed financial
statements include all adjustments, consisting of a normal recurring nature, which
are necessary for a fair presentation of the financial position, operating results
and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction
with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the period
ending December 31, 2023 or for any future period.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified
by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies, including, but not
limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved.
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to
comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act)
are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period
and comply with the requirements that apply to non-emerging growth companies but any
such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth
company nor an emerging growth company that has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP requires
the Company’s management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses
during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least
reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the financial statements, which management
considered in formulating its estimate, could change in the near term due to one or
more future confirming events. One of the more significant accounting estimates included
in these condensed financial statements is the determination of the fair value of
the warrant liabilities. Such estimates may be subject to change as more current information
becomes available. Accordingly, the actual results could differ significantly from
those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three
months or less when purchased to be cash equivalents. The Company had $91,533 and $124,237 of operating cash as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, and December 31, 2022, the company had no cash equivalents.
Marketable Securities Held in Trust Account
Following the closing of the IPO on October 29, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private
Placement Warrants was placed in the Trust Account and may be invested only in U.S.
government securities with a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury
obligations. The Trust Account is intended as a holding place for funds pending the
earliest to occur of: (i) the completion of the initial business combination; (ii)
the redemption of any Public Shares properly submitted in connection with a shareholder
vote to amend the Articles (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete
the initial business combination within the Combination Period or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business
combination within the Combination Period, the return of the funds held in the Trust
Account to the public shareholders as part of redemption of the Public Shares. As
of September 30, 2023 and December 31, 2022, substantially all of the assets held in the money market funds were invested
primarily in U.S. Treasury securities.
Offering Costs Associated with IPO
Offering costs consisted of legal, accounting and other expenses incurred through
the IPO that were directly related to the IPO. Offering costs were allocated to the
separable financial instruments issued in the IPO based on a relative fair value basis,
compared to total proceeds received. Offering costs allocated to warrant liabilities
were expensed as incurred in the statements of operations. Offering costs associated
with the Class A ordinary shares issued were initially charged to temporary equity
and then accreted to ordinary shares subject to redemption upon the completion of
the IPO. Accordingly, on October 29, 2021, offering costs totaled $21,140,038 (consisting of $3,850,000 of underwriting fees, $8,800,000 of deferred underwriting fees, $7,748,431 excess fair value of Founder Shares and $741,607 of actual offering costs, with $1,365,245 included in the statement of operations for the period ending December 31, 2021 as an allocation for the Public Warrants and the Private Placement Warrants,
and $19,774,793 included in additional paid-in capital).
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are
derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially recorded
at its fair value on the grant date and is then re-valued at each reporting date,
with changes in the fair value reported in the statements of operations. The classification
of derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is evaluated at the end of each reporting period. Derivative
liabilities are classified in the balance sheet as current or non-current based on
whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date.
Warrant Liabilities
The Company accounts for the warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC
480, and whether the warrants meet all of the requirements from equity classification
under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment,
which requires the use of professional judgement, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are
outstanding.
For issued or modified warrants that meet all of the criteria for equity classification,
the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their
initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 9 for valuation methodology of warrants.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820,
“Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the balance sheets, primarily
due to their short-term nature, except warrant liabilities.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or
paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized
within different levels of the fair value hierarchy. In those instances, the fair
value measurement is categorized in its entirety in the fair value hierarchy based
on the lowest level input that is significant to the fair value measurement.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption
in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares
are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to
be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. On July 11, 2023, $35,601,649 was paid out to redeeming shareholders.
The Company recognizes changes in redemption value at the end of each reporting period
and adjusts the carrying value of redeemable ordinary shares to equal the redemption
value at the end of each reporting period. Such changes are reflected in additional
paid-in capital, or in the absence of additional capital, in accumulated deficit.
On October 29, 2021, the Company recorded a remeasurement to Class A ordinary shares subject to
redemption of $35,299,793, $7,612,755 of which was recorded in additional paid-in capital and $27,687,038 was recorded in accumulated deficit.
As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption, classified as temporary equity in the condensed balance sheets, are reconciled in
the following table:
Temporary equity balance sheet | |
| | |
Gross proceeds from IPO | |
$ | 230,000,000 | |
Less: | |
| | |
Proceeds allocated to public warrants | |
| (10,925,000 | ) |
Offering costs allocated to Class A ordinary shares subject to possible redemption | |
| (19,774,793 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 35,299,793 | |
Class A ordinary shares subject to possible redemption at December 31, 2021 | |
| 234,600,000 | |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 3,387,827 | |
Class A ordinary shares subject to possible redemption, December 31, 2022 | |
| 237,987,827 | |
Less: | |
| | |
Redemptions | |
| (181,923,809 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 1,184,982 | |
Class A ordinary shares subject to possible redemption at March 31, 2023 | |
$ | 57,249,000 | |
Less: | |
| | |
Redemptions | |
| (35,601,649 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 742,574 | |
Class A ordinary shares subject to possible redemption at June 30, 2023 | |
$ | 22,389,925 | |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 456,708 | |
Class A ordinary shares subject to possible redemption at September 30, 2023 | |
$ | 22,846,633 | |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes
under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that included the enactment date.
Valuation allowances are established, when necessary, to reduce deferred tax assets
to the amount expected to be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must
be more likely than not to be sustained upon examination by taxing authorities. The
Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position.
The Company is considered an exempted Cayman Islands company and is presently not
subject to income taxes or income tax filing requirements in the Cayman Islands or
the United States. As such, the Company’s tax provision was zero for the period presented.
Net (Loss) Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic
260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. The
Company has two classes of ordinary shares, which are referred to as Class A ordinary
shares and Class B ordinary shares. Income and losses are shared pro rata between
the two classes of ordinary shares. Accretion associated with the redeemable Class
A ordinary shares is excluded from earnings per share as the redemption value approximates
fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the
(i) IPO and (ii) the private placement since the exercise of the warrants is contingent
upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 Class A ordinary shares in the aggregate. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into ordinary shares and then share
in the earnings of the Company.
The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):
Schedule of Earnings Per Share, Basic and Diluted | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
For the
Three Months Ended September 30, | | |
For the
Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | |
Basic
and diluted net (loss) income per common share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Allocation of
net (loss) income, as adjusted | |
$ | (1,255,439 | ) | |
$ | (11,802 | ) | |
$ | 2,374,400 | | |
$ | 593,600 | | |
$ | 1,296,264 | | |
$ | 49,445 | | |
$ | 7,561,866 | | |
$ | 1,890,466 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted
average common shares outstanding | |
| 7,978,163 | | |
| 75,000 | | |
| 23,000,000 | | |
| 5,750,000 | | |
| 11,647,831 | | |
| 444,301 | | |
| 23,000,000 | | |
| 5,750,000 | |
Basic and diluted net (loss)
income per common share | |
$ | (0.16 | ) | |
$ | (0.16 | ) | |
$ | 0.10 | | |
$ | 0.10 | | |
$ | 0.11 | | |
$ | 0.11 | | |
$ | 0.33 | | |
$ | 0.33 | |
Deferred Legal Fee
The Company incurred $431,793 and $2,657,577 during the three and nine months ended September 30, 2023, respectively, $86,723 and $181,261 during the three and nine months ended September 30, 2022, respectively, of deferred legal fees that will be payable upon the consummation
of an initial business combination.
On June 20, 2023 and June 21, 2023, the Company entered into waiver agreements which resulted in the forgiveness
of $3,730,114 of outstanding deferred legal fees. During the three and nine months ended September 30, 2023, $0 and $3,730,114 is reflected in forgiveness of debt on the condensed statement of operations.
As of September 30, 2023 and December 31, 2022, the Company had $480,506 and $1,377,385 in deferred legal fees, which is included in accounts payable and accrued expenses
in the accompanying condensed balance sheets, respectively.
Forgiveness of debt
During the three and nine months ended September 30, 2023, the Company entered into various agreements with additional vendors forgiving $0 and $351,569 of outstanding amounts owed, respectively.
Related Parties
Parties, which can be a corporation or an individual, are considered to be related
if the Company has the ability, directly or indirectly, to control the other party
or exercise significant influence over the other party in making financial and operational
decisions. Companies are also considered to be related if they are subject to common
control or common significant influence.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit
risk consist of a cash account in a financial institution, which, at times, may exceed
the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Note 3 — Initial Public Offering
In connection with the Company’s IPO, on October 29, 2021, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share (“Public Shares”) and one-half of one warrant (“Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment (see Note 7).
An aggregate of $10.20 per Unit sold in the IPO was held in the Trust Account and invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any
open-ended investment company that holds itself out as a money market fund meeting
the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of October 29, 2021, $234,600,000 of the IPO proceeds and proceeds from the sale of the Private Placement Warrants
was held in the Trust Account, representing an overfunding of the Trust Account of
102.0% of the IPO size.
Transaction costs as of the IPO date amounted to $21,140,059, consisting of $3,850,000 of underwriting discount, $8,800,000 of deferred underwriting discount, $7,748,431 excess fair value of Founder Shares and $741,628 of offering costs.
Note 4 — Private Placement
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of
10,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($10,750,000 in the aggregate). Each Private Placement
Warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the
Private Placement Warrants were added to the proceeds from the IPO to be held in the
Trust Account. If the Company does not complete an initial business combination within
the Combination Period, the proceeds from the sale of the Private Placement Warrants
held in the Trust Account will be used to fund the redemption of the Public Shares
(subject to the requirements of applicable law), and the Private Placement Warrants
will expire worthless.
Note 5 — Related Party Transactions
Founder Shares
In April 2021, the Sponsor purchased shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $. The Founder Shares included an aggregate of up to shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment option was not exercised in full or in part, so that the number of
Founder Shares collectively represents 20% of the Company’s issued and outstanding ordinary shares after the IPO. Simultaneously with the closing
of the IPO, the underwriters exercised the over-allotment option in full. Accordingly,
750,000 Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign
or sell any of the Founder Shares until the earlier of (A) one year after the completion
of an initial business combination or (B) subsequent to an initial business combination,
(x) if the last reported sale price of the Class A ordinary shares equals or exceeds
$12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after an initial business combination, or (y) the date on which
the Company completes a liquidation, merger, stock exchange, reorganization or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash,
securities or other property.
On October 8, 2021, the Sponsor entered into agreements with certain funds managed by Apollo Capital
Management, L.P. (collectively, “Apollo”), certain funds managements by Atalaya Capital Management, LP (“Atalaya”) and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners,
L.P. (collectively “Meteora”) (individually and collectively, the “anchor investors”). Each of the anchor investors purchased 9.9% of the Units in the IPO (excluding
Units issued in connection with the exercise of the over-allotment option). Each of
Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately
7% of the Founder Shares and Private Placement Warrants at approximately the cost
of such securities to the Sponsor, with the Sponsor’s obligation to sell some or all of such interests conditioned upon such anchor investor’s purchase of the Units.
Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed
to purchase interests in the Sponsor representing approximately 6.4% of the Founder
Shares for approximately 3.7% of the cost of the Founder Shares and Private Placement
Warrants to the Sponsor.
The anchor investors acquired from the Sponsor an indirect economic interest in an
aggregate of 1,173,000 Founder Shares at the original purchase price that the Sponsor paid for the Founder
Shares. The Sponsor has agreed to distribute the Founder Shares to the anchor investors
after the completion of an initial business combination. The Company estimates the
aggregate fair value of the Founder Shares attributable to the anchor investors to
be approximately $7,753,530, or $6.61 per share.
The excess of the fair value of the Founder Shares was determined to be an offering
cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering
cost was allocated to the separable financial instruments issued in the IPO based
on a relative fair value basis, compared to total proceeds received. Offering costs
allocated to derivative warrant liabilities were expensed as incurred in the statement
of operations. Offering costs allocated to the Public Shares were charged to shareholder’s deficit upon the completion of the IPO.
On October 7, 2022, the Company entered into a vendor agreement, as described in Note 8, whereas
the Sponsor assigned Class B ordinary shares to the vendor, effective upon the completion of a successful
initial business combination.
The assignment of the Founder Shares to the vendor is in the scope of FASB ASC Topic
718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards
is measured at fair value upon the grant date. The Company has hired a valuation firm
to assess, using the lattice model, the fair value associated with the Founder Shares
granted. The fair value of the shares granted to the Company’s vendor in October 2022 was $ or $1.212 per share. The Founder Shares were granted subject to a performance condition
(i.e., the occurrence of an initial business combination). Compensation expense related
to the Founder Shares is recognized only when the performance condition is met under
the applicable accounting literature in this circumstance. As of September 30, 2023 and December 31, 2022, the Company determined the performance conditions had not been met, and,
therefore, no stock-based compensation expense has been recognized. Stock-based compensation
would be recognized at the date the performance conditions are met (i.e., upon consummation
of an initial business combination) in an amount equal to the number of Founder Shares
vested times the grant date fair value per share (unless subsequently modified) less
the amount initially received for the purchase of the Founder Shares.
On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the “Directors”),
and affiliates of Roth Capital Partners and Craig-Hallum Capital Group llc (the “Buyers”)
entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which Sponsor
and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase
from Sponsor and the Directors, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate
purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Pursuant to the agreement, among other things:
| ● | on the closing date of the Transaction (the “Closing
Date”), Buyers will contribute $31,000 to Sponsor to be used to pay certain outstanding invoices, loans, accounts payable, accrued
expenses and other liabilities of the Company; |
| ● | on the closing date of the Company’s initial business
combination, Buyers will cause the Company to use $300,000 to pay certain liabilities; |
| ● | conditioned on the approval by the Company’s shareholders
of the Extension (as defined below), Buyers will contribute to the Company as a loan the lesser of (i) $60,000 and (ii) an aggregate
amount equal to $0.03 multiplied by the number of public shares of the Company that are not redeemed in connection with the shareholder
vote to approve the Extension, for each month of the Extension elected by Buyers; |
| ● | prior to the Closing Date, the Directors will convert the
portion of the Class B ordinary shares to be retained by them following the transfer of the Transferred Securities into Class A ordinary
shares of the Company on a one-for-one basis (the “Class B Conversion”); |
| ● | effective on the Closing Date, Philippe Tartavull, Greg Klein
and Angela Blatteis will resign from their roles as officers and directors of the Company and the Company will appoint the individuals
designated by Buyers as officers and directors; |
| ● | upon the expiration of certain waiting periods contemplated
by the Agreement, the incumbent independent directors of the Company will resign and be replaced by individuals designated by Buyers. |
Forward Purchase Agreements
The Company entered into separate forward purchase agreements (the “Forward Purchase Agreements”) with Apollo and Atalaya (the “Forward Purchasers”) on August 13, 2021, and August 4, 2021, respectively. The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and
4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0
million ($10.00 for one Class A ordinary share and one half of one warrant), in private
placements that will close concurrently with the closing of the initial business combination. The forward purchase shares and forward purchase warrants will be identical to the
Class A ordinary shares and Public Warrants included in the Units sold in the IPO.
Each Forward Purchaser’s commitment under its Forward Purchase Agreement is subject to certain conditions
including investment committee approval.
Promissory Note – Related Party
In April 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of
$. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2022, or the consummation of the IPO. On October 29, 2021, the Company repaid the Sponsor $300,000 for amounts outstanding under the Promissory Note. However, the promissory note balance
on October 29, 2021 was $279,597 and, as such, the Company recorded a $20,403 related party receivable for the over-payment. As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note, respectively.
On July 1, 2023 the Company entered into a promissory note with the Buyers for up to an aggregate
of $1,000,000 (the “2023 Promissory Note). The 2023 Promissory Note is non-interest
bearing and payable upon the earlier of the date on which the Company consummates
an initial business combination, the liquidation of the Company, or October 29, 2024. The Note does not bear any interest. As of September 30, 2023, there was $412,941 amounts outstanding under the 2023 Promissory Note.
Administrative Services Agreement
The Company has entered into an agreement commencing on November 28, 2021, with Tartavull Klein Blatteis Capital, LLC (“TKB Capital”), an affiliate of the Sponsor, pursuant to which the Company will pay TKB Capital
a total of $10,000 per month for office space, secretarial and administrative services provided to the
Company. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2023, the Company incurred $0 and $60,000 of fees for these services, respectively. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 of fees for these services, respectively. As of September 30, 2023, and December 31, 2022, there was $0 and $100,000 included in accrued expenses in the accompanying condensed balance sheets.
On June 26, 2023, the Company entered into a termination agreement (the “Termination Agreement”),
pursuant to which the Company terminated the Administrative Services Agreement with
Tartavull Klein Blatteis Capital, LLC dated October 26, 2021 and Tartavull Klein Blatteis Capital, LLC forgave and fully discharged all
outstanding fees thereunder as of the date of the Closing.
Related Party Loans
In order to finance transaction costs in connection with an initial business combination,
the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan
the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay
the Working Capital Loans out of the proceeds of the Trust Account released to the
Company. Otherwise, the Working Capital Loans would be repaid only out of funds held
outside the Trust Account. In the event that an initial business combination does
not close, the Company may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans but no proceeds held in the Trust Account would
be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an initial business
combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into
warrants of the post-business combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding.
Working Capital Advance
On January 26, 2023, in connection with the proposed Business Combination with Wejo, Sponsor entered
into a promissory note (the “Phelan Note”) with Daniel Phelan (the “Lender”), which provides for working capital for the Company in an aggregate principal amount
of up to $750,000. The Phelan Note was amended and restated on March 9, 2023. As of January 30, 2023, Sponsor had drawn $250,000 under the Phelan Note and subsequently advanced these funds to the Company. The Phelan
Note is non-interest bearing and non-convertible. All unpaid principal accrued under
the Phelan Note will be repaid at the closing of the Business Combination or the earlier
termination of the Business Combination Agreement in certain circumstances specified
in the Phelan Note. In consideration for the Phelan Note, Sponsor agreed to pay to
the Lender at the closing of the Business Combination a commitment fee equal to 50%
of the then-outstanding principal balance of the Phelan Note up to a maximum of $375,000. If the Business Combination does not close, the commitment fee will not be paid.
As of September 30, 2023, the Sponsor forgave the debt and the Company recorded a contribution from sponsor
of $. In addition, the Company recorded a $125,000 expense and a corresponding increase in additional paid in capital related to the
commitment fee that will be paid by the Sponsor upon the closing of the Business Combination.
Wejo Assignment and Assumption Agreement
On January 5, 2023, the Sponsor entered into an assignment and assumption agreement with Wejo,
which was subsequently amended and restated on March 2, 2023 (the “Wejo Assignment”), pursuant to which Wejo agreed to pay
The Sponsor subsequently advanced these funds to the Company’s for working capital purposes. The advance is non-interest bearing, unsecured, and
payable in cash upon the consummation of the Company’s initial business combination. The warrants and shares, the Company estimated the
fair value of the 83,250 Founder Shares and 250,000 Private Warrants was $294,289 and $7,500, respectively, for an aggregate $301,789 on January 5, 2023. The fair value of the Founder Shares was determined using the value of the
Class A Units, reduced by the probability of no acquisition and by a discount for
a lack of marketability with a volatility of 107.88%, risk-free rate of 4.78% and a stock price of $10.33 as of the valuation date of January 5, 2023. The Private Placement Warrants were valued at $0.03 per warrant, which was the closing price of the Company’s public warrants on January 5, 2023. The Company utilized this value as Private Warrants are classified as Level
2 due to the use of an observable market quote for a similar asset in an active market
under the ticker USCTW (See Note 9). As a result, there was a loss on the sale of
the shares and warrants of $6,789. During the three and nine months ended September 30, 2023, the Sponsor forgave the debt and the Company recorded a contribution from sponsor
of $0 and $, respectively.
Note 6 — Shareholders’ Deficit
Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from
time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At September 30, 2023 and December 31, 2022, there were 5,675,000 and no Class A ordinary shares issued and outstanding,
excluding 2,119,236 and 23,000,000 Class A ordinary shares subject to possible redemption as presented in temporary
equity, respectively.
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were 75,000 and 5,750,000 Class B ordinary shares issued and outstanding, respectively.
Ordinary shareholders of record are entitled to one vote for each share held on all
matters to be voted on by shareholders and holders of Class A ordinary shares and
holders of Class B ordinary shares will vote together as a single class on all matters
submitted to a vote of the shareholders except as required by law; provided that only
holders of Class B ordinary shares will have the right to vote on the appointment
of directors prior to or in connection with the completion of the initial business
combination.
The Class B ordinary shares will automatically convert into Class A ordinary shares
at the time of an initial business combination on a one-for-one basis, subject to
adjustment. In the case that additional Class A ordinary shares, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the IPO
and related to the closing of an initial business combination, the ratio at which
Class B ordinary shares shall convert into Class A ordinary shares will be adjusted
(unless the holders of a majority of the outstanding Class B ordinary shares to waive
such adjustment with respect to any such issuance or deemed issuance) so that the
number of Class A ordinary shares issuable upon conversion of all Class B ordinary
shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the
total number of all ordinary shares outstanding upon the completion of the IPO plus
all Class A ordinary shares and equity-linked securities issued or deemed issued by
the Company in connection with or in relation to the consummation of the initial business
combination, excluding any forward purchase securities, any Class A ordinary shares
or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, or to be issued, to any seller in the initial business combination and any
private placement warrants issued to the Sponsor upon conversion of Working Capital
Loans. In no event will the Class B ordinary shares convert into Class A ordinary
shares at a rate of less than one to one.
Note 7 — Warrant Liabilities
The Company accounts for the 22,250,000 warrants that were issued in the IPO (representing 11,500,000 Public Warrants and 10,750,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.
Such guidance provides that because the warrants do not meet the criteria for equity
treatment thereunder, each warrant must be recorded as a liability. The warrants do
not meet the criteria to be considered indexed to the Company’s stock due to settlement provisions that result in holders of warrants receiving
variable settlement amounts determined by the reference table. Additionally, an event
that is not within the entity’s control could require net cash settlement, thus precluding equity classification.
Accordingly, the Company will classify each warrant as a liability at its fair value.
This liability is subject to re-measurement at each balance sheet date. With each
such re-measurement, the warrant liability will be adjusted to fair value, with the
change in fair value recognized in the Company’s statement of operations.
Warrants — Public Warrants may only be exercised for a whole number of Class A ordinary shares.
No fractional warrants will be issued upon separation of the Units and only whole
warrants will trade. Accordingly, unless holders purchase at least two Units, they
will not be able to receive or trade a whole warrant. The Public Warrants will become
exercisable 30 days after the completion of an initial business combination.
The Company will not be obligated to deliver any Class A ordinary shares pursuant
to the exercise of a Public Warrant and will have no obligation to settle such Public
Warrant exercise unless a registration statement under the Securities Act with respect
to the Class A ordinary shares issuable upon exercise of the Public Warrants is then
effective and a prospectus relating thereto is current, subject to the Company satisfying
its obligations with respect to registration, or a valid exemption from registration
is available. No Public Warrant will be exercisable, and the Company will not be obligated
to issue any Class A ordinary shares upon exercise of a Public Warrant unless the
Class A ordinary shares issuable upon such Public Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the Public Warrants.
The Company has agreed that as soon as practicable, but in no event later than 20
business days after the closing of an initial business combination, it will use its
commercially reasonable efforts to file with the SEC a post-effective amendment to
the registration statement filed in connection with its IPO or a new registration
statement covering registration under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the Public Warrants, and the Company will use its
commercially reasonable efforts to cause the same to become effective within 60 business
days after the closing of an initial business combination, and to maintain the effectiveness
of such registration statement and a current prospectus relating to those Class A
ordinary shares until the Public Warrants expire or are redeemed, as specified in
the warrant agreement; provided that if the Class A ordinary shares is at the time
of any exercise of a Public Warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of
Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company
will not be required to file or maintain in effect a registration statement, but it
will use its commercially reasonably efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. If a registration
statement covering the Class A ordinary shares issuable upon exercise of the Public
Warrants is not effective by the 60th day after the closing of an initial business
combination, Public Warrant holders may, until such time as there is an effective
registration statement and during any period when the Company will have failed to
maintain an effective registration statement, exercise Public Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially
reasonably efforts to register or qualify the shares under applicable blue sky laws
to the extent an exemption is not available.
Redemption of warrants when the price per Class A ordinary share equals or exceeds
$18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice of
redemption to each warrant holder; and |
| ● | if, and only if, the last reported sale price of the Class
A ordinary share equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of
redemption to the warrant holders. |
If and when the Public Warrants become redeemable by the Company, it may exercise
its redemption right even if the Company is unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Class A ordinary share equals or exceeds
$10.00. Once the Public Warrants become exercisable, the Company may redeem the Public
Warrants:
| ● | in whole and not in part; |
| ● | at a price of $0.10 per warrant; |
| ● | upon a minimum of 30 days’ prior written notice of
redemption to each warrant holder; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption
and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary share; |
| ● | if, and only if, the last reported sale price of the Class
A ordinary share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications,
recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company
send the notice of redemption to the warrant holders; and |
| ● | if the last reported sale price of the Class A ordinary share
for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the
notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the
same terms as the outstanding Public Warrants, as described above. |
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked
securities (excluding the forward purchase securities) for capital raising purposes
in connection with the closing of an initial business combination at an issue price
or effective issue price of less than $9.20 per Class A ordinary share (with such
issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates,
without taking into account any Founder Shares held by the Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of
the total equity proceeds, and interest thereon, available for the funding of an initial
business combination on the date of the consummation of an initial business combination
(net of redemptions), and (z) the volume weighted average trading price of the Class
A ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates an initial business combination (such
price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the
Newly Issued Price, the $18.00 per share redemption trigger price described above
under “Redemption of warrants when the price per Class A ordinary share equals or
exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share
equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share
redemption trigger price described above under “Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest
cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the
Units sold in the IPO, except that the Private Placement Warrants and the Class A
ordinary shares issuable upon the exercise of the Private Placement Warrants are not
transferable, assignable or saleable until 30 days after the completion of an initial
business combination, subject to certain limited exceptions. Additionally, the Private
Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers
or their permitted transferees (except for a number of Class A ordinary shares as
described above under “Redemption of warrants when the price per Class A ordinary
share equals or exceeds $10.00”). If the Private Placement Warrants are held by someone
other than the initial purchasers or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company in all redemption scenarios and exercisable
by such holders on the same basis as the Public Warrants.
Note 8 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Warrants, warrants that may be
issued upon conversion of Working Capital Loans and forward purchase securities that
may be issued pursuant to the Forward Purchase Agreements (and any Class A ordinary
shares issuable upon the exercise of the Private Placement Warrants, forward purchase
warrants and warrants that may be issued upon conversion of the Working Capital Loans
and upon conversion of the Founder Shares) are entitled to registration rights pursuant
to a registration rights agreement that was signed on the effective date of the IPO,
requiring the Company to register such securities for resale. The holders of these
securities are entitled to make up to three demands, excluding short-form demands,
that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the
completion of an initial business combination and rights to require the Company to
register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day option from the date of the IPO to purchase
up to 3,000,000 additional Units to cover over-allotments at the IPO price less the underwriting
discount. On October 29, 2021, the underwriters exercised the over-allotment option in full, generating
an additional $30,000,000 in gross proceeds. As a result of the over-allotment being exercised in full, the
Sponsor did not forfeit any Founder Shares back to the Company. The underwriters were
paid a cash-underwriting discount of $3,850,000 in the aggregate at the closing of the IPO. In addition, $0.35 per Unit, or $8,050,000,
and $750,000 of deferred underwriting commissions ($8,800,000 in the aggregate) is payable to the underwriters for deferred underwriting commissions.
The deferred fee is payable to the underwriters from the amounts held in the Trust
Account solely in the event that the Company completes an initial business combination,
subject to the terms of the underwriting agreement.
In June 2023, the underwriters agreed to waive its entitlement to the deferred underwriting
commission of $8,800,000 to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the consummation of the Transaction. As a result, the Company derecognized the deferred underwriting fee payable of $8,800,000 and recorded $8,231,688 of the forgiveness of the deferred underwriting fee allocated to Public Shares to
the carrying value of the shares of Class A ordinary shares and the remaining balance
of $568,312 was as a gain from extinguishment of liability allocated to warrant liabilities.
As of September 30, 2023 and December 31, 2022, the deferred underwriting fee payable is $0 and $8,800,000, respectively.
Broker Dealer Agreements
The Company entered into seven broker dealer agreements through September 30, 2023, for the purposes of identifying a target company (“Target”) in connection with the Company’s initial business combination. While the terms of these agreements vary, each agreement
reflects that the broker dealer (the “Finder”) will be entitled to a fee if they identify
potential targets with which the Company completes a business combination. As of September 30, 2023, the Company had not accrued any amounts related to any broker dealer agreements.
None of the Finders are entitled to a fee in connection with the proposed Business
Combination with Wejo which was terminated in June 2023
Consulting Agreements
The Company entered into nineteen consulting agreements through September 30, 2023.
With respect to seventeen of the nineteen consulting agreements, during the term of
each agreement, the consultant (“Consultant”) will advise the Company concerning matters related to qualifying business combinations,
including services such as valuation, diligence and general advice with respect to
the business, operations and financial conditions of any such counterparty to a qualifying
business combination. Upon closing of an initial business combination, the Company
will pay the Consultant a base fee of $350,000. In lieu of, and not in addition to the base fee, the Company will pay a bonus fee
of $1,000,000 if the Company and the Consultant mutually determine and agree that the Consultant
will provide advice or services that are of a different kind than those contemplated
in the agreement. In lieu of and not in addition to the base fee and bonus fee, the
Company will pay to the Consultant an additional fee equal to 0.5% of the pre-money
equity value of the Target if the Company and the Consultant mutually determine and
agree that the Consultant provided, or will provide, material support in connection
with the evaluation, negotiation, execution or marketing of an initial business combination
that is ultimately consummated by the Company. Payment to the Consultant is dependent
upon the closing of an initial business combination.
On August 3, 2022, the Company entered into a consulting agreement. During the term of this agreement,
the Consultant will advise the Company concerning matters related to qualifying business
combinations, including services such as valuation, diligence and general advice with
respect to the business, operations and financial conditions of any such counterparty
to a qualifying business combination. As consideration for the services performed
by the Consultant during the term of the agreement, upon the closing of an initial
business combination, the Company shall pay to the Consultant a fee equal to one percent
(1%) of the pre-money equity value of the Target, as stated in the Agreement and Plan
of Merger executed between the Company and the Target (which such pre-money equity
value shall be determined in a manner consistent with disclosures set forth in the
proxy statement/prospectus filed in connection with such initial business combination).
Payment to the Consultant is dependent upon the closing of an initial business combination.
On October 25, 2022, the Company entered into a consulting agreement. During the term of this
agreement, the consultant (“Consultant”) will advise the Company concerning matters related to qualifying business combinations,
including services such as valuation, diligence and general advice with respect to
the business, operations and financial conditions of any such counterparty to a qualifying
business combination. In consideration for the services performed by the Consultant
during the term, upon the closing of an initial business combination, the Company
shall pay to the Consultant, in shares at close, 100,000 shares of the surviving entity.
As of September 30, 2023, no work has been performed related to any of the consulting agreements and
thus the Company did not accrue any amounts related to these agreements.
Vendor Agreement
On August 26, 2021, the Company entered into an agreement with a vendor to provide services and
support in connection with finding and completing a successful business combination.
In connection with these services, the Company agreed to pay the vendor $250,000 per annum. It is also agreed that the vendor could earn up to 45,000 ordinary shares
over the term of the agreement.
On August 16, 2022, the Company amended the agreement whereby it agreed to pay the vendor $125
per hour payable upon the completion of a successful business combination.
On October 7, 2022, the Company terminated the original agreement and entered into a new agreement
with the vendor, pursuant to which the Company agreed to pay the vendor $125 per hour
and the Sponsor assigned 23,883 Class B ordinary shares to the vendor, effective upon the completion of a successful
business combination.
For the three months ended September 30, 2023 and 2022, the Company recorded $ and $. For the nine months ended September 30, 2023 and 2022 the Company recorded $ and $, respectively, in fees for these services on its accompanying statements of operations.
As of September 30, 2023 and December 31, 2022, the Company had a balance of $0 and $42,181 in accounts payable and accrued expenses related to these services.
On July 24, 2023, the Company entered into a waiver agreement with the vendor which resulted in the forgiveness
of $42,181 of outstanding balance. This amount is reflected in forgiveness of debt on the condensed statement of operations
for the three and nine months ended September 30, 2023.
Advisory Agreement
On January 9, 2023, the company entered into an advisory agreement letter with Jefferies LLC (“Jefferies”), where Jefferies will provide the Company with equity capital markets financial
advice and assistance in connection with a possible business combination. In addition,
the Jefferies will act as sole and exclusive manager, bookrunner, placement agent,
arranger, underwriter and/or initial purchaser, as the case may be, in connection
with the sale and/or placement of any debt or equity financing in connection with
the Company’s pending Business Combination. As consideration for the services performed by Jefferies,
the Company agrees to pay Jefferies customary fees and expense reimbursements for
such services. Any payment of fees to Jefferies is contingent upon the closing of
a debt or equity financing. On June 20, 2023, the advisory agreement letter was terminated, and Jefferies agreed to all
fees subject to, and expressly conditioned upon, payment to Jefferies of a minimum
of $16,000 contingent upon the closing of a business combination, representing partial reimbursement
of expenses owed. As of September 30, 2023, the Company had not recorded an expense for the delivery of these services.
Business Combination Agreement
On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group
Limited, an exempted company limited by shares incorporated under the laws of Bermuda
(“Wejo”), and Green Merger Subsidiary Limited, an exempted company incorporated under the
laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (“Merger Sub 1”) and upon execution of a joinder to the business combination agreement, each of
Wejo Holdings Limited, an exempted company limited by shares incorporated under the
laws of Bermuda and a wholly owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated
under the laws of Bermuda and a wholly owned Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”) (as it may be amended, restated, supplemented or otherwise modified from time to
time, the “Business Combination Agreement”).
On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that
certain Mutual Termination Agreement (“Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Business Combination
Agreement pursuant to Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties.
No party will be required to pay a termination fee as a result of the mutual decision
to enter into the Termination Agreement.
The termination of the Business Combination Agreement also terminates the Voting Agreement,
dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of
Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors,
pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively
On April 11, 2023, TKB Critical Technologies 1 (the “Company”) received a letter (the “MVPHS
Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive trading
days prior to the date of the MVPHS Notice, the Company’s minimum market value of publicly held shares was less than $15.0 million, which
does not meet the requirement for continued listing on The Nasdaq Global Market, as
required by Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”).
On April 13, 2023, the Company demonstrated compliance with the MVPHS Rule by filing an amended
Annual Report on Form 10-K for the year ended December 31, 2022 which included an updated beneficial ownership table. On April 14, 2023, the Staff notified the Company that it has regained compliance with the MVPHS
Rule.
Conversion of Class B shares
On January 18, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles
of Association of the Company, (“Class B Shares”), elected to convert each outstanding Class B Share held by it on a one-for-one
basis into Class A ordinary shares, par value $0.0001 per share (“Class A Shares”) of the Company, with immediate effect. Following such conversion, as of January 18, 2023, the Company had an aggregate of 28,650,000 Class A Shares issued and outstanding
and 100,000 Class B Shares issued and outstanding. On June 28, 2023, holders of an aggregate of 25,000 of the remaining outstanding Class B Shares
elected to convert their Class B Shares into Class A Shares. The Company modified
its balance sheet and statements of shareholders equity to reflect the impact of these
conversions.
Note 9 — Fair Value Measurements
The Company follows the guidance in ASC 820 for its financial assets and liabilities
that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the
sale of the assets or paid in connection with the transfer of the liabilities in an
orderly transaction between market participants at the measurement date. In connection
with measuring the fair value of its assets and liabilities, the Company seeks to
maximize the use of observable inputs (market data obtained from independent sources)
and to minimize the use of unobservable inputs (internal assumptions about how market
participants would price assets and liabilities). The following fair value hierarchy
is used to classify assets and liabilities based on the observable inputs and unobservable
inputs used in order to value the assets and liabilities:
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market
for an asset or liability is a market in which transactions for the asset or liability
occur with sufficient frequency and volume to provide pricing information on an ongoing
basis. |
|
|
|
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted
prices in active markets for similar assets or liabilities and quoted prices for identical
assets or liabilities in markets that are not active. |
|
|
|
|
Level 3: |
Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the
asset or liability. |
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company
utilized to determine such fair value:
Schedule of Fair Value, Liabilities Measured on Recurring Basis | |
| | |
| | | |
| | |
Description | |
Level | | |
September 30, 2023 | | |
December 31, 2022 | |
Assets: | |
| | |
| | | |
| | |
Cash and marketable securities held in trust account | |
1 | | |
$ | - | | |
$ | 237,987,827 | |
| |
| | |
| | | |
| | |
Liabilities: | |
| | |
| | | |
| | |
Warrant liability – Public Warrants | |
2 | | |
| 936,100 | | |
| 249,550 | |
Warrant liability – Private Placement Warrants | |
2 | | |
| 875,050 | | |
| 233,275 | |
The warrants were accounted for as liabilities in accordance with ASC 815-40 and are
presented within warrant liabilities in the accompanying condensed balance sheets.
The warrant liabilities are measured at fair value at inception and on a recurring
basis, with changes in fair value presented within the condensed statements of operations.
As of September 30, 2023, the aggregate values of the Public Warrants and Private Placement Warrants
were $936,100 and $875,050, respectively, based on a fair value of $0.08 per warrant. As of December 31, 2022, the aggregate values of the Public Warrants and Private Placement Warrants
were $249,550 and $233,275, respectively, based on a fair value of $0.02 per warrant.
The following table presents the changes in the fair value of warrant liabilities:
Schedule of Derivative Liabilities at Fair Value | |
| | | |
| | | |
| | |
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2023 | |
$ | 233,725 | | |
$ | 249,550 | | |
$ | 483,275 | |
Change in fair value | |
| 1,379,225 | | |
| 1,475,450 | | |
| 2,854,675 | |
Fair value as of March 31, 2023 | |
$ | 1,612,500 | | |
$ | 1,725,000 | | |
$ | 3,337,500 | |
Change in fair value | |
| (1,310,425 | ) | |
| (1,401,850 | ) | |
| (2,712,275 | ) |
Fair value as of June 30, 2023 | |
$ | 302,075 | | |
$ | 323,150 | | |
$ | 625,225 | |
Change in fair value | |
| 572,975 | | |
| 612,950 | | |
| 1,185,925 | |
Fair value as of September 30, 2023 | |
$ | 875,050 | | |
$ | 936,100 | | |
$ | 1,811,150 | |
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2022 | |
$ | 5,160,000 | | |
$ | 5,520,000 | | |
$ | 10,680,000 | |
Change in valuation inputs or other assumptions | |
| (1,397,500 | ) | |
| (1,495,000 | ) | |
| (2,892,500 | ) |
Fair value as of March 31, 2022 | |
$ | 3,762,500 | | |
$ | 4,025,000 | | |
$ | 7,787,500 | |
Change in valuation inputs or other assumptions | |
| (1,936,075 | ) | |
| (2,071,150 | ) | |
| (4,007,225 | ) |
Fair value as of June 30, 2022 | |
$ | 1,826,425 | | |
$ | 1,953,850 | | |
$ | 3,780,275 | |
Change in valuation inputs or other assumptions | |
| (1,073,925 | ) | |
| (1,148,850 | ) | |
| (2,222,775 | ) |
Fair value as of September 30, 2022 | |
$ | 752,500 | | |
$ | 805,000 | | |
$ | 1,557,500 | |
The Company established the initial fair value for the warrants on October 29, 2021, the date of the consummation of the Company’s IPO. The Company used a Black-Scholes model to value the warrants. For periods subsequent
to the detachment of the Public Warrants from the Units, the close price of the Public
Warrant will be used as the fair value as of each reporting period. The subsequent
measurements of the Private Placement Warrants are classified as Level 2 due to the
use of an observable market quote for a similar asset in an active market under the
ticker USCTW. As of September 30, 2023, the Public Warrants have detached from the Units, and the closing price is
utilized as the fair value.
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period
in which a change in valuation technique or methodology occurs. There were no other
transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2023 and 2022.
Note 10 — Subsequent Events
Management has evaluated the impact of subsequent events through the date that the
unaudited condensed financial statements were issued. Based upon this review, the
Company did not, other than the below identify any subsequent events that would have required adjustment
or disclosure in the unaudited condensed financial statements.
On October 2, 2023, and November 6, 2023, the
Company deposited an additional $60,000, for an aggregate of $120,000 into the trust extending the date of which the Company has to complete
a Business Combination to November 29, 2023.
Subsequent to September 30, 2023, an additional
$135,854 was drawn on the 2023 Promissory Note, as described in Note 5.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “our,” “us” or “we” refer to Roth CH Acquisition Co. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with
the unaudited financial statements and the notes thereto contained in Item 1 of this Quarterly Report on Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have
based these forward-looking statements on our current expectations and projections
about future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our actual results, levels
of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” and “continue,” or the negative of such terms or other similar
expressions. Such statements include, but are not limited to, possible business combinations
and the financing thereof, and related matters, as well as all other statements other
than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are
not limited to, those described in our other Securities and Exchange Commission (“SEC”)
filings. Except as expressly required by applicable securities law, we disclaim any
intention or obligation to update or revise any forward-looking statements whether
as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands for the purpose of
effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses, which we refer to throughout
this Quarterly Report as our initial business combination.
We expect to incur significant costs in the pursuit of our initial business combination.
We cannot assure you that our plans to raise capital or to complete our initial business
combination will be successful. These factors, among others, raise substantial doubt
about our ability to continue as a going concern.
Proposed Business Combination
On January 10, 2023, the Company entered into a business combination agreement with Wejo Group
Limited, an exempted company limited by shares incorporated under the laws of Bermuda
(“Wejo”) and Green Merger Subsidiary Limited, an exempted company incorporated under the
laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (the “Merger Sub 1”) and upon execution of a joinder to the business combination agreement, each of
Wejo Holdings Limited, an exempted company limited by shares incorporated under the
laws of Bermuda and a wholly owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated
under the laws of Bermuda and a wholly owned Subsidiary of Holdco (the “Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”) (as it may be amended, restated, supplemented or otherwise modified from time to
time, the “Business Combination Agreement”).
On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that
certain Mutual Termination Agreement (“Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Business Combination
Agreement pursuant to Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties.
No party will be required to pay a termination fee as a result of the mutual decision
to enter into the Termination Agreement.
The termination of the Business Combination Agreement also terminated the Voting Agreement,
dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of
Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors,
pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively
Conversion of Class B Shares
Effective as of January 18, 2023, pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”), the Sponsor elected to convert each outstanding Class B ordinary share held by
it on a one-for-one basis into Class A ordinary shares, with immediate effect. On
June 28, 2023, holders of an aggregate of 25,000 outstanding Class B ordinary shares elected
to convert those shares on a one-for-one basis into Class A ordinary shares, with
immediate effect, leaving 75,000 Class B ordinary shares outstanding.
Extensions
On January 27, 2023, the Company received shareholder approval to amend its Articles to extend
the date by which it must complete an initial business combination from January 29, 2023 to June 29, 2023 (the “Extension”). Shareholders also approved an amendment to the Company’s Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company
as trustee (the “Trust Agreement”), to make a corresponding extension to the date the Company must commence liquidation
of the Trust Account from January 29, 2023 to June 29, 2023. In connection with the vote to approve the Extension, the holders of 17,533,296
Class A Shares properly exercised their right to redeem their shares for cash at a
redemption price of approximately $10.38 per share, for an aggregate redemption amount
of approximately $181.9 million. After the satisfaction of such redemptions, the balance
in the Company’s Trust Account was approximately $56.7 million.
On June 28, 2023, the Company held an
extraordinary general meeting (the “Second Extraordinary General
Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension
Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the
“Articles”) to extend the date that the Company has to consummate a
business combination from June 29, 2023 to October 29, 2024 (the “Extension
Amendment”). The shareholders also approved a proposal (the “Second Trust
Agreement Amendment Proposal”) to amend the Company’s Trust
Agreement, to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to
the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36
months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into
the trust account), or (B) such later date as may be approved by the Company’s shareholders in accordance with the
Company’s amended and restated memorandum and articles of association. The term “Monthly
Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share
multiplied by the number of public shares outstanding. In connection with the vote to approve the Second Extension Amendment
Proposal, the holders of 3,347,468 Class A ordinary shares properly exercised their right to redeem their shares for cash at a
redemption price of approximately $10.64 per share, for an aggregate redemption amount of approximately $35,601,649. On
June 28, 2023 and July 31, 2023, September 8, 2023, October 2, 2023, and November 6, 2023, the Company deposited
the Monthly Deposit of $60,000, for an aggregate of $300,000 into the trust account, extending the Business Combination period to
November 29, 2023.
Working Capital Advance
On January 26, 2023, in connection with the proposed Business Combination, Sponsor entered into
a promissory note (the “Phelan Note”) with Daniel Phelan (“Lender”), which provides for working capital for the Company in an aggregate principal amount of up to $750,000. The Phelan Note was amended and
restated on March 9, 2023. As of January 27, 2023, the Company had drawn $250,000 under the Phelan Note and subsequently advanced these funds to
the Company. The Phelan Note is non-interest bearing and non-convertible. All unpaid
principal accrued under the Phelan Note will be repaid at the closing of the Business
Combination or the earlier termination of the Business Combination Agreement in certain
circumstances specified in the Phelan Note. In consideration for the Phelan Note,
Sponsor agreed to pay to the Lender at the closing of the Business Combination a commitment
fee equal to 50% of the then-outstanding principal balance of the Phelan Note up to
a maximum of $375,000. If the Business Combination does not close, the commitment
fee will not be paid. As of September 30, 2023, the Sponsor forgave the debt and the Company recorded a contribution from sponsor of $250,000. In addition, the Company recorded a $125,000 expense and a corresponding increase
in additional paid in capital related to the commitment fee that will be paid by the
Sponsor upon the closing of the Business Combination.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our
only activities since inception have been organizational activities and those necessary
to prepare for our initial public offering. We will not generate any operating revenues
until after completion of our initial business combination. We generate non-operating
income in the form of interest income on cash and cash equivalents. Our expenses have
increased substantially after the closing of our initial public offering as a result
of being a public company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses.
For the three months ended September 30, 2023, we had net loss of $1,267,241 which consists of the change in fair value of warrant liabilities of $1,185,925 and operational costs of $460,206, offset by forgiveness of debt of $42,181, and interest earned on marketable securities held in the Trust Account of $336,709.
For the nine months ended September 30, 2023, we had net income of $1,345,709 which consists of the change in fair value of warrant liabilities of $1,328,325, commitment fee of $125,000 and formation and operational costs of $4,097,406, offset by interest earned on marketable securities held in the Trust Account of
$2,204,264 and forgiveness of debt of $4,692,176.
For the three months ended September 30, 2022, we had net income of $2,968,000 which consists of the change in fair value of warrant liabilities of $2,007,225, interest earned on marketable securities held in the Trust Account of $1,058,906, offset by formation and operational costs of $313,681.
For the nine months ended September 30, 2022, we had net income of $9,452,332 which consists of the change in fair value of warrant liabilities of $9,122,500, interest earned on marketable securities held in the Trust Account of $1,399,324, offset by formation and operational costs of $1,069,492.
Liquidity, Capital Resources and Going Concern
Until the consummation of the initial public offering, our only source of liquidity
was an initial purchase of Founder Shares by our sponsor, TKB Sponsor, LLC, for $25,000
and a $300,000 loan from our sponsor which has been repaid in full in connection with
the closing of the IPO.
On October 29, 2021, we consummated the initial public offering of 23,000,000 units, at $10.00
per unit, which included the full exercise by the underwriters of their over-allotment
option in the amount of 3,000,000 units, generating gross proceeds of $230,000,000.
Simultaneously with the closing of the initial public offering, the Company completed
the private sale of an aggregate of 10,750,000 warrants to our sponsor at a purchase
price of $1.00 per private placement warrant, generating gross proceeds to the Company
of $10,750,000.
A total of $234,600,000 of the proceeds from the initial public offering and the sale
of the private placement warrants were placed in a U.S.-based Trust Account at J.P.
Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company,
acting as trustee.
Transaction costs of the initial public offering amounted to $21,140,059, consisting
of $3,850,000 of underwriting discount, $8,800,000 of deferred underwriting discount,
$7,748,431 of excess fair value of Founder Shares and $741,628 of actual offering
costs. Of these amounts, $19,774,814 was recorded to additional paid-in capital and
$1,365,245 costs related to the warrant liability was expensed immediately using the
residual allocation method.
For the nine months ended September 30, 2023, net cash used in operating activities was $664,645. Net income of $1,345,709 was adjusted by $2,204,264 of interest income on marketable securities held in trust, $4,692,176 of forgiveness of debt, $1,328,325 change in fair value of warrant liabilities, $125,000 of interest expense and $3,432,761 changes in operating assets and liabilities.
For the nine months ended September 30, 2022, net cash used in operating activities was $444,367. Net income of $9,452,332 was adjusted by $1,399,324 of interest income on marketable securities held in trust, $9,122,500 change in fair value of warrant liabilities, and $625,125 changes in operating assets and liabilities.
As of September 30, 2023, we had marketable securities held in the trust account of $22,846,633 (including approximately $1,050,426 of interest income and unrealized gains) consisting of securities held in a money
market fund that invests in U.S. Treasury securities with a maturity of 185 days or
less.
As of September 30, 2023, we had cash of $91,533 held outside the trust account. We intend to use the funds held outside the trust
account primarily to identify and evaluate target businesses, perform business due
diligence on prospective target businesses, travel to and from the offices, plants
or similar locations of prospective target businesses or their representatives or
owners, review corporate documents and material agreements of prospective target businesses,
and structure, negotiate and complete a business combination.
We expect that we will need to raise additional funds in order to meet the expenditures
required for operating our business prior to our initial business combination. We
expect to incur significant costs related to identifying a target business, undertaking
in-depth due diligence and negotiating an initial business combination. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year from
the date that the financial statements are issued. In order to fund working capital
deficiencies or finance transaction costs in connection with an intended initial business
combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If
we complete our initial business combination, we will repay such loaned amounts. In
the event that our initial business combination does not close, we may use a portion
of the working capital held outside the Trust Account to repay such loaned amounts
but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000
of such loans may be convertible into warrants of the post-business combination entity
at a price of $1.00 per warrant at the option of the lender. The warrants would be
identical to the private placement warrants. The terms of such loans, if any, have
not been determined and no written agreements exist with respect to such loans. Prior
to the completion of our initial business combination, we do not expect to seek loans
from parties other than our sponsor or an affiliate of our sponsor as we do not believe
third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in our Trust Account.
The Company’s assessed going concern
considerations in accordance with the Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”)
Topic 205-40, “Basis of Presentation – Going Concern”. The Company has until November 29, 2023 (absent any
extensions of such period by the Company’s public shareholders) to consummate an initial business combination. While the
Company intends to complete an initial business combination by such date, it is uncertain that the Company will be able to
consummate the proposed Business Combination by that time. If an initial business combination is not consummated by this date, there
will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition
and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution, raises
substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate after November 29, 2023.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance
sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships with unconsolidated
entities or financial partnerships, often referred to as variable interest entities,
which would have been established for the purpose of facilitating off-balance sheet
arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other
entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations, operating
lease obligations, purchase obligations or other long-term liabilities, other than
described below.
We had an agreement to pay our sponsor a monthly fee of $10,000 for office space,
utilities and administrative support. We began incurring these fees on October 29, 2021 and incurred these fees monthly through June 28, 2023 when the agreement was terminated.
The underwriters of the initial public offering are entitled to a deferred fee $8,800,000.
The deferred fee will become payable to the underwriters from the amounts held in
the Trust Account solely in the event that we complete our initial business combination,
subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and income and expenses during the periods reported. Actual
results could materially differ from those estimates. Significant estimates include
the fair value of warrant liabilities, which requires a Black-Scholes model to fair
value the warrants. We have identified the following critical accounting policies:
Warrant Liabilities
The Company accounts for the warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC
480, and whether the warrants meet all of the requirements from equity classification
under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment,
which requires the use of professional judgment, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are
outstanding.
For issued or modified warrants that meet all of the criteria for equity classification,
the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their
initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 9 for valuation methodology of warrants.
Class A Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance
with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are
classified as a liability instrument and are measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption rights
that are either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares
are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside
of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts
the carrying value of redeemable ordinary shares to equal the redemption value at
the end of each reporting period. Increases or decreases in the carrying amount of
redeemable ordinary shares are affected by charges against additional paid in capital
and accumulated deficit.
Net (Loss) Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic
260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. The
Company has two classes of ordinary shares, which are referred to as Class A Shares
and Class B Shares. Income and losses are shared pro rata between the two classes
of ordinary shares. Accretion associated with the redeemable Class A Shares is excluded
from earnings per share as the redemption value approximates fair value. The calculation
of diluted income per share does not consider the effect of the warrants issued in
connection with the (i) IPO and (ii) the private placement since the exercise of the
warrants is contingent upon the occurrence of future events. The warrants are exercisable
to purchase 22,250,000 Class A Shares in the aggregate. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into ordinary shares and then share
in the earnings of the Company.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required
by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed
to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is accumulated and communicated
to our management, including our Co-Chief Executive Officers and our Chief Financial
Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Co-Chief Executive Officers and our Chief
Financial Officer carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of September 30, 2023. Based upon their evaluation, our Co-Chief Executive Officers and our Chief
Financial Officer concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material
weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional
analysis as deemed necessary to ensure that our financial statements were prepared
in accordance with U.S. generally accepted accounting principles. Accordingly, management
believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations
and cash flows for the period presented.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred
during the fiscal quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting, with the exception noted below.
The co-principal executive officers and principal financial and accounting officer
performed additional post-closing review procedures including reviewing historical
filings and consulting with subject matter experts related to the accounting for complex
financial instruments. While we have processes to properly identify and evaluate the
appropriate accounting technical pronouncements and other literature for all significant
or unusual transactions, we have improved, and will continue to improve, these processes
to ensure that the nuances of such transactions are effectively evaluated in the context
of the increasingly complex accounting standards.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There are certain risks and uncertainties in our business that could cause our actual
results to differ materially from those anticipated. A detailed discussion of our
risk factors was included in Part I, Item 1A, “Risk Factors” of our Annual Report
on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 4, 2023, as amended on April 14, 2023. These risk factors should be read carefully in connection with evaluating
our business and in connection with the forward-looking statements and other information
contained in this Quarterly Report. Any of the risks described in the Annual Report
on Form 10-K for the year ended December 31, 2022, could materially affect our business, financial condition or future results
and the actual outcome of matters as to which forward-looking statements are made.
As of the date of this Quarterly Report, there have been no material changes in the
risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2022, except as previously disclosed in the Quarterly Report on Form 10-Q for the
quarter ended March 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this
Quarterly Report on Form 10-Q.
* |
Filed herewith. |
** |
Furnished. |
+ |
Certain exhibits and schedules to this Exhibit have been omitted in accordance with
Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy
of any omitted exhibit or schedule to the SEC upon its request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
ROTH CH ACQUISITION CO. |
|
|
|
By: |
/s/ Byron Roth |
|
|
Name: |
Byron Roth |
|
|
Title: |
Co-Chief Executive Officer and Co-Chairman |
|
|
|
|
By: |
/s/ John Lipman |
|
|
Name: |
John Lipman |
|
|
Title: |
Co-Chief Executive Officer and Co-Chairman |
|
|
|
|
By: |
/s/ Gordon Roth |
|
|
Name: |
Gordon Roth |
|
|
Title: |
Chief Financial Officer |
Dated: November 9, 2023
Exhibit 31.1
CERTIFICATION OF CO-PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Byron Roth, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Roth CH Acquisition Co.;
2. Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under my supervision, to ensure that material information
relating to the registrant, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; and
b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control over financial reporting.
Date: November 9, 2023
|
By: |
/s/ Byron Roth |
|
|
Byron Roth |
|
|
Co-Chief Executive Officer and Co-Chairman |
|
|
(Co-Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CO-PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Lipman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Roth CH Acquisition Co.;
2. Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under my supervision, to ensure that material information
relating to the registrant, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; and
b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control over financial reporting.
Date: November 9, 2023
|
By: |
/s/ John Lipman |
|
|
John Lipman |
|
|
Co-Chief Executive Officer and Co- Chairman |
|
|
(Co-Principal Executive Officer) |
Exhibit 31.3
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gordon Roth, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Roth CH Acquisition Co.;
2. Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under my supervision, to ensure that material information
relating to the registrant, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; and
b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control over financial reporting.
Date: November 9, 2023
|
By: |
/s/ Gordon Roth |
|
|
Gordon Roth |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF CO-PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Roth CH Acquisition Co. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Byron
Roth Co-Chief Executive Officer and Co-Chairman of the Company, certify, pursuant
to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the Company
as of and for the period covered by the Report.
Date: November 9, 2023
|
By: |
/s/ Byron Roth |
|
|
Byron Roth |
|
|
Co-Chief Executive Officer and Co-Chairman |
|
|
(Co-Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF CO-PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Roth CH Acquisition Co. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, John
Lipman, Co-Chief Executive Officer and Co-Chairman of the Company, certify, pursuant
to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the Company
as of and for the period covered by the Report.
Date: November 9, 2023
|
By: |
/s/ John Lipman |
|
|
John Lipman |
|
|
Co-Chief Executive Officer and Co-Chairman |
|
|
(Co-Principal Executive Officer) |
Exhibit 32.3
CERTIFICATION OF CO-PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Roth CH Acquisition Co. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Gordon
Roth, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350,
as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the Company
as of and for the period covered by the Report.
Date: November 9, 2023
|
By: |
/s/ Gordon Roth |
|
|
Gordon Roth |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
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Current Fiscal Year End Date |
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Entity File Number |
001-40959
|
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Entity Registrant Name |
ROTH CH ACQUISITION CO.
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Entity Central Index Key |
0001860514
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Entity Tax Identification Number |
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Title of 12(b) Security |
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Security Exchange Name |
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v3.23.3
CONDENSED BALANCE SHEETS (Unaudited) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
ASSETS |
|
|
Cash |
$ 91,533
|
$ 124,237
|
Prepaid expenses |
80,521
|
336,075
|
Total Current Assets |
172,054
|
460,312
|
Cash and marketable securities held in Trust Account |
22,846,633
|
237,987,827
|
TOTAL ASSETS |
23,018,687
|
238,448,139
|
Current liabilities |
|
|
Accounts payable and accrued expenses |
551,422
|
1,581,635
|
Accrued offering costs |
|
78,000
|
Promissory note - related party |
412,941
|
|
Total Current Liabilities |
964,363
|
1,659,635
|
Warrant liabilities |
1,811,150
|
482,825
|
Deferred underwriter fee payable |
|
8,800,000
|
Total Liabilities |
2,775,513
|
10,942,460
|
Class A ordinary shares subject to possible redemption; $0.0001 par value; 200,000,000 shares authorized; 2,119,236 and 23,000,000 shares issued and outstanding at redemption value of $10.78 and $10.35 per share at September 30, 2023 and December 31, 2022, respectively |
22,846,633
|
237,987,827
|
SHAREHOLDERS’ DEFICIT |
|
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no issued or outstanding |
|
|
Additional paid-in capital |
7,592,962
|
|
Accumulated deficit |
(10,196,996)
|
(10,482,723)
|
Total Shareholders’ Deficit |
(2,603,459)
|
(10,482,148)
|
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
23,018,687
|
238,448,139
|
Common Class A [Member] |
|
|
SHAREHOLDERS’ DEFICIT |
|
|
Common Stock, Value, Issued |
568
|
|
Common Class B [Member] |
|
|
SHAREHOLDERS’ DEFICIT |
|
|
Common Stock, Value, Issued |
$ 7
|
$ 575
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v3.23.3
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Preferred Stock, Shares Authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Class A Ordinary Shares [Member] |
|
|
Temporary equity, par value |
$ 0.0001
|
$ 0.0001
|
Temporary equity, shares authorized |
200,000,000
|
200,000,000
|
Temporary equity, shares issued |
2,119,236
|
23,000,000
|
Temporary equity, shares outstanding |
2,119,236
|
23,000,000
|
Temporary Equity, Redemption Price Per Share |
$ 10.78
|
$ 10.35
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
200,000,000
|
200,000,000
|
Common stock, shares issued |
5,675,000
|
0
|
Common stock, shares outstanding |
5,675,000
|
0
|
Shares subject to possible redemption |
2,119,236
|
23,000,000
|
Class B Ordinary Shares [Member] |
|
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
20,000,000
|
20,000,000
|
Common stock, shares issued |
75,000
|
5,750,000
|
Common stock, shares outstanding |
75,000
|
5,750,000
|
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v3.23.3
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Income Statement [Abstract] |
|
|
|
|
Formation and operating costs |
$ 460,206
|
$ 313,681
|
$ 4,097,406
|
$ 1,069,492
|
Loss from operations |
(460,206)
|
(313,681)
|
(4,097,406)
|
(1,069,492)
|
Other (expense) income: |
|
|
|
|
Change in fair value of warrant liabilities |
(1,185,925)
|
2,222,775
|
(1,328,325)
|
9,122,500
|
Interest income on cash and marketable securities held in Trust Account |
336,709
|
1,058,906
|
2,204,264
|
1,399,324
|
Forgiveness of Debt |
42,181
|
|
4,692,176
|
|
Commitment fee |
|
|
(125,000)
|
|
Other (expense) income, net |
(807,035)
|
3,281,681
|
5,443,115
|
10,521,824
|
Net (loss) income |
$ (1,267,241)
|
$ 2,968,000
|
$ 1,345,709
|
$ 9,452,332
|
Basic and diluted weighted average shares outstanding, Class A ordinary shares |
7,978,163
|
23,000,000
|
11,647,831
|
23,000,000
|
Basic and diluted net (loss) income per share, Class A ordinary shares |
$ (0.16)
|
$ 0.10
|
$ 0.11
|
$ 0.33
|
Basic and diluted weighted average shares outstanding, Class B ordinary shares |
75,000
|
5,750,000
|
444,301
|
5,750,000
|
Basic and diluted net (loss) income per share, Class B ordinary shares |
$ (0.16)
|
$ 0.10
|
$ 0.11
|
$ 0.33
|
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v3.23.3
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($)
|
Class A Ordinary Shares [Member] |
Class B Ordinary Shares [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Balance — June 30, 2022 at Dec. 31, 2021 |
|
$ 575
|
|
$ (18,340,237)
|
$ (18,339,662)
|
Balance at beginning, shares at Dec. 31, 2021 |
|
5,750,000
|
|
|
|
Net income |
|
|
|
2,488,362
|
2,488,362
|
Balance — September 30, 2022 at Mar. 31, 2022 |
|
$ 575
|
|
(15,851,875)
|
(15,851,300)
|
Balance at beginning, shares at Mar. 31, 2022 |
|
5,750,000
|
|
|
|
Re-measurement of Class A ordinary shares to possible redemption amount |
|
|
|
(344,360)
|
(344,360)
|
Net income |
|
|
|
3,995,970
|
3,995,970
|
Balance — September 30, 2022 at Jun. 30, 2022 |
|
$ 575
|
|
(12,200,265)
|
(12,199,690)
|
Balance at beginning, shares at Jun. 30, 2022 |
|
5,750,000
|
|
|
|
Re-measurement of Class A ordinary shares to possible redemption amount |
|
|
|
(1,984,561)
|
(1,984,561)
|
Net income |
|
|
|
1,793,009
|
1,793,009
|
Balance — September 30, 2022 at Sep. 30, 2022 |
|
$ 575
|
|
(10,482,723)
|
(10,482,148)
|
Balance at beginning, shares at Sep. 30, 2022 |
|
5,750,000
|
|
|
|
Balance — June 30, 2022 at Dec. 31, 2022 |
|
$ 575
|
|
(10,482,723)
|
(10,482,148)
|
Balance at beginning, shares at Dec. 31, 2022 |
|
5,750,000
|
|
|
|
Conversion of Class B ordinary shares to Class A ordinary shares |
$ 565
|
$ (565)
|
|
|
|
Conversion of Class B ordinary shares to Class A ordinary shares, shares |
5,650,000
|
(5,650,000)
|
|
|
|
Sale of founder shares and private warrants by sponsor |
|
|
5,753
|
|
5,753
|
Sale of founder shares and private warrants by sponsor |
|
|
(5,753)
|
|
(5,753)
|
Capital Contribution by Sponsor |
|
|
125,000
|
|
125,000
|
Remeasurement of Class A ordinary shares subject to redemption |
|
|
(125,000)
|
(1,059,982)
|
(1,184,982)
|
Net income |
|
|
|
(4,671,643)
|
(4,671,643)
|
Balance — September 30, 2022 at Mar. 31, 2023 |
$ 565
|
$ 10
|
|
(16,214,348)
|
(16,213,773)
|
Balance at beginning, shares at Mar. 31, 2023 |
5,650,000
|
100,000
|
|
|
|
Conversion of Class B ordinary shares to Class A ordinary shares |
$ 3
|
$ (3)
|
|
|
|
Conversion of Class B ordinary shares to Class A ordinary shares, shares |
25,000
|
(25,000)
|
|
|
|
Reduction of deferred underwriting fee |
|
|
8,231,688
|
|
8,231,688
|
Debt forgiven by Sponsor |
|
|
560,556
|
|
560,556
|
Remeasurement of Class A ordinary shares subject to redemption |
|
|
(742,574)
|
|
(742,574)
|
Net income |
|
|
|
7,284,593
|
7,284,593
|
Balance — September 30, 2022 at Jun. 30, 2023 |
$ 568
|
$ 7
|
8,049,670
|
(8,929,755)
|
(879,510)
|
Balance at beginning, shares at Jun. 30, 2023 |
5,675,000
|
75,000
|
|
|
|
Remeasurement of Class A ordinary shares subject to redemption |
|
|
(456,708)
|
|
(456,708)
|
Net income |
|
|
|
(1,267,241)
|
(1,267,241)
|
Balance — September 30, 2022 at Sep. 30, 2023 |
$ 568
|
$ 7
|
$ 7,592,962
|
$ (10,196,996)
|
$ (2,603,459)
|
Balance at beginning, shares at Sep. 30, 2023 |
5,675,000
|
75,000
|
|
|
|
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v3.23.3
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Cash Flows from Operating Activities: |
|
|
Net income |
$ 1,345,709
|
$ 9,452,332
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
Interest income on marketable securities held in Trust Account |
(2,204,264)
|
(1,399,324)
|
Change in fair value of warrant liability |
1,328,325
|
(9,122,500)
|
Forgiveness of debt |
(4,692,176)
|
|
Interest expense |
125,000
|
|
Changes in operating assets and liabilities: |
|
|
Prepaid expenses |
255,554
|
4,287
|
Accounts payable and accrued expenses |
3,185,207
|
324,639
|
Long term prepaid insurance |
|
296,199
|
Accrued offering costs |
(8,000)
|
|
Net cash used in operating activities |
(664,645)
|
(444,367)
|
Cash Flows from Investing Activities: |
|
|
Investment of cash into trust |
(180,000)
|
|
Cash withdrawn from Trust Account in connection with redemption |
217,525,458
|
|
Net cash provided by Investing activities |
217,345,458
|
|
Cash Flows from Financing Activities: |
|
|
Advances from related party |
310,000
|
|
Proceeds from Working Capital Advance |
250,000
|
|
Proceeds from promissory note - related party |
321,941
|
|
Payment of offering costs |
(70,000)
|
(20,085)
|
Redemption of ordinary shares |
(217,525,458)
|
|
Net cash used in financing activities |
(216,713,517)
|
(20,085)
|
Net Change in Cash |
(32,704)
|
(464,452)
|
Cash – Beginning |
124,237
|
750,562
|
Cash – Ending |
91,533
|
286,110
|
Non-cash investing and financing activities |
|
|
Conversion of advances and short-term promissory notes to long-term promissory notes |
91,000
|
|
Re-measurement of Class A ordinary shares subject to possible redemption amount |
1,324,282
|
1,403,266
|
Deferred underwriting fee payable written-off |
8,231,688
|
|
Forgiveness of debt from related parties |
$ 560,556
|
|
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v3.23.3
Description of Organization and Business Operations
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Description of Organization and Business Operations |
Note 1 — Description of Organization and Business Operations
Roth CH Acquisition Co. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 20, 2021 with the name TKB Critical Technologies 1. The Company changed its name on September 7, 2023 to Roth CH Acquisition Co. The Company was formed for the purpose of entering into a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (the “initial business combination”).
The Company is not limited to a particular industry or geographic location for purposes
of consummating an initial business combination. The Company is an early stage and
emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.
As of September 30, 2023, the Company had not commenced any operations. All activity for the period from
April 20, 2021 (inception) through September 30, 2023, relates to the Company’s formation and its initial public offering (the “IPO”), which is described below and, subsequent to the IPO, identifying a target company
for an initial business combination. The Company will not generate any operating revenues
until after the completion of the initial business combination, at the earliest. The
Company generates non-operating income from the marketable securities held in the
Trust Account (defined below).
The registration statement for the Company’s IPO was declared effective on October 26, 2021 (the “Effective Date”). On October 29, 2021, the Company consummated the IPO of 23,000,000 units (the “Units”), including 3,000,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company
consummated the sale of 10,750,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Warrant in a private placement to TKB Sponsor I, LLC (the “Sponsor”), generating proceeds of $10,750,000.
Transaction costs of the IPO amounted to $21,140,059, consisting of $3,850,000 of underwriting discount, $8,800,000 of deferred underwriting discount, $7,748,431 excess fair value of founder shares and $741,628 of offering costs. Of these amounts, $19,774,814 was recorded to additional paid-in capital and $1,365,245 costs related to the warrant liability was expensed immediately using the residual
allocation method.
Following the closing of the IPO on October 29, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale
of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which will be invested in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any
open-ended investment company that holds itself out as a money market fund selected
by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier
of: (i) the completion of an initial business combination; and (ii) the redemption
of any Public Shares (as defined below) properly submitted in connection with a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Articles”); and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination
by October 29, 2024 (or any extended period of time that the Company may have to consummate an
initial business combination as a result of an amendment to its Articles) (the “Combination Period”).
The Company’s management has broad discretion with respect to the specific application of the
net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially
all of the net proceeds are intended to be applied generally toward consummating an
initial business combination. There is no assurance that the Company will be able
to complete an initial business combination successfully. The Company must complete
an initial business combination with one or more operating businesses or assets that
together have an aggregate fair market value equal to at least 80% of the net assets
held in the Trust Account (excluding the deferred underwriting commissions and taxes
payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial business combination.
The Company will only complete an initial business combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires an interest in the target business or assets sufficient for
it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of an initial business combination either (i) in connection with a general
meeting called to approve the initial business combination or (ii) by means of a tender
offer. The decision as to whether the Company will seek shareholder approval of an
initial business combination or conduct a tender offer will be made by the Company.
The public shareholder will be entitled to redeem their Public Shares for a pro rata
portion of the amount then in the Trust Account ($10.20 per Public Share initially,
plus any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations and which interest shall be net
of taxes payable), calculated as of two business days prior to the completion of the
initial business combination. The per-share amount to be distributed to public shareholders
who redeem their Public Shares will not be reduced by the deferred underwriting commissions
the Company will pay to the underwriters (as discussed in Note 8). There will be no
redemption rights upon the completion of an initial business combination with respect
to the Company’s warrants.
The Company will only proceed with an initial business combination if the Company
has net tangible assets of at least $5,000,001 either prior to or upon such consummation of an initial business combination and
if the Company seeks shareholder approval. If the Company seeks shareholder approval,
the Company will complete its initial business combination only if the Company receives
approval pursuant to an ordinary resolution under Cayman Islands law, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general
meeting of the Company, or (ii) if so authorized by the Company’s Articles, a unanimous written resolution of the shareholders. If a shareholder vote
is not required by applicable law or stock exchange rules and the Company does not
decide to hold a shareholder vote for business or other reasons, the Company will,
pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules
of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing an initial business
combination. If, however, shareholder approval of the transaction is required by applicable
law or stock exchange rules, or the Company decides to obtain shareholder approval
for business or other reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. If the Company seeks shareholder approval in connection with an initial
business combination, the Sponsor has agreed to vote its Founder Shares (as defined
in Note 6), and any Public Shares purchased during or after the IPO in favor of approving
an initial business combination. Additionally, each public shareholder may elect to
redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction or do not vote at all.
Notwithstanding the above, if the Company seeks shareholder approval of an initial
business combination and it does not conduct redemptions pursuant to the tender offer
rules, the Articles provides that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert
or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% or more of the Public Shares, without the prior consent of the Company.
The Articles of the Company provides that only Public Shares and not any Founder Shares
are entitled to redemption rights. In addition, the Sponsor has agreed (a) to waive
its redemption rights with respect to its Founder Shares and Public Shares held by
it in connection with the completion of an initial business combination and (b) not
to propose an amendment to the Articles (i) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of its Public Shares if the Company
does not complete an initial business combination or (ii) with respect to any other
provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides
the public shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment.
If the Company is unable to complete an initial business combination within the Combination
Period, the Company will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its tax
obligations (less up to $100,000 of interest to pay dissolution expenses, which interest
shall be net of taxes payable), divided by the number of then-outstanding Public Shares,
which redemption will completely extinguish public shareholders rights as shareholders
(including the right to receive further liquidating distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law, to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to the Company’s warrants, which will expire as worthless if the Company fails to complete an initial
business combination within the Combination Period.
The Sponsor has agreed to waive its liquidation rights with respect to the Founder
Shares if the Company fails to complete an initial business combination within the
Combination Period. However, if the Sponsor acquires Public Shares in or after the
IPO, such Public Shares will be entitled to liquidating distributions from the Trust
Account if the Company fails to complete an initial business combination within the
Combination Period. The underwriter has agreed to waive it right to its deferred underwriting
commission held in the Trust Account in the event the Company does not complete an
initial business combination within the Combination Period and, in such event, such
amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution
will be less than the Initial Public Offering price per Unit ($10.00).
The Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered (other than its independent registered public
accounting firm) or products sold to the Company, or a prospective target business
with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2)
such lesser amount per Public Share held in the Trust Account as of the date of the
liquidation of the Trust Account due to reductions in the value of the trust assets,
in each case, net of the interest which may be withdrawn to pay franchise and income
taxes. This liability will not apply with respect to claims by a third party who executed
a waiver of any and all rights to seek access to the Trust Account and will not apply
as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against
a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that
the Sponsor will have to indemnify the Trust Account due to claims of creditors by
endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and
other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the
Trust Account.
On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group
Limited, an exempted company limited by shares incorporated under the laws of Bermuda
(“Wejo”), and Green Merger Subsidiary Limited, an exempted company incorporated under the
laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (“Merger Sub 1”) and upon execution of a joinder to the business combination agreement, each of
Wejo Holdings Limited, an exempted company limited by shares incorporated under the
laws of Bermuda and a wholly owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated
under the laws of Bermuda and a wholly owned Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1) (as it may be amended, restated, supplemented or
otherwise modified from time to time, the “Business Combination Agreement”).
On January 27, 2023, the Company held an extraordinary general meeting (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the
“Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from
January 29, 2023 to June 29, 2023 (the “Extension Amendment”). The shareholders also approved a proposal (the “Trust Agreement Amendment Proposal”) to amend the Company’s Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company
as trustee (the “Trust Agreement”), to make a corresponding extension to the date the Company must commence liquidation
of the Trust Account from January 29, 2023, to June 29, 2023. In connection with the vote to approve the Extension Amendment Proposal,
the holders of 17,533,296 Class A ordinary shares properly exercised their right to redeem their shares for
cash at a redemption price of approximately $10.38 per share, for an aggregate redemption amount of approximately $181.9 million.
On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that
certain Mutual Termination Agreement (“Termination Agreement”) pursuant to which the
parties mutually agreed to terminate the Business Combination Agreement pursuant to
Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties.
No party will be required to pay a termination fee as a result of the mutual decision
to enter into the Termination Agreement. The termination of the Business Combination
Agreement also terminates the Voting Agreement, dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of
Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors,
pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively.
On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the “Directors”),
and affiliates of Roth Capital Partners and Craig-Hallum Capital Group llc (the “Buyers”)
entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which Sponsor
and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase
from Sponsor and the Directors, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate
purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Following the closing of the Transaction, Sponsor will have
certain continuing rights, including a right of first refusal to repurchase the Transferred
Securities in certain circumstances as set forth in the Agreement and the right to
invest up to 25% of certain financings. The closing of the Transaction is conditioned
upon, among other things, (i) the termination of the Business Combination Agreement
(as noted above) and the complete release of actual or potential claims or liabilities
thereunder, (ii) continued listing of the Company’s Class A ordinary shares on Nasdaq, (iii) the waiver by the underwriters of the Company’s initial public offering of their rights to deferred underwriting compensation pursuant
to the Underwriting Agreement dated as of October 26, 2021, between the Company and Jefferies LLC as representative of the underwriters
named therein, and (iv) the occurrence of the Class B Conversion.
On June 26, 2023, the Company entered into a termination agreement (the “Termination Agreement”),
pursuant to which the Company terminated the Administrative Services Agreement with
Tartavull Klein Blatteis Capital, LLC dated October 26, 2021 and Tartavull Klein Blatteis Capital, LLC forgave and fully discharged all
outstanding fees thereunder as of the date of the Closing.
On June 28, 2023, the Company held an extraordinary general meeting (the “Second Extraordinary General Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the
“Second Extension Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the “Articles”) to extend the date that the Company has to consummate a business combination from
June 29, 2023 to October 29, 2024 (the “Extension Amendment”). The shareholders also approved a proposal (the “Second Trust Agreement Amendment Proposal”) to amend the Company’s Trust Agreement, to make a corresponding extension to the date by which the Trustee is obligated
to liquidate the trust account to the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36 months after the closing of the IPO provided that the Sponsor or
its designee deposits the Monthly Deposit (as defined below) into the trust account),
or (B) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association. The term “Monthly Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $60,000
or (y) $0.03 per public share multiplied by the number of public shares outstanding.
In connection with the vote to approve the Second Extension Amendment Proposal, the
holders of 3,347,468 Class A ordinary shares properly exercised their right to redeem their shares for
cash at a redemption price of approximately $10.64 per share, for an aggregate redemption amount of approximately $35,601,649. These shares were effectively canceled on July 7, 2023.
Liquidity and Going Concern
As of September 30, 2023, the Company had $91,533 cash and working capital deficit of $792,309. The Company has incurred and expects to continue to incur significant costs in pursuit
of its financing and acquisition plans. The Company expects that it will need to raise
additional capital through loans or additional investments from its Sponsor, shareholders,
officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company
funds, from time to time or at any time, in whatever amount they deem reasonable in
their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional
financing. If the Company is unable to raise additional capital, it may be required
to take additional measures to conserve liquidity, which could include, but not necessarily
be limited to, curtailing operations, suspending the pursuit of a potential transaction,
and reducing overhead expenses. The Company cannot provide any assurance that new
financing will be available to it on commercially acceptable terms, if at all. These
conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
On January 27, 2023, the Company’s shareholders approved an amendment to the Articles to extend the end of the Combination
Period from January 29, 2023 to June 29, 2023 (the “Extension”). The shareholders also approved an amendment to the Company’s Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company
as trustee (the “Trust Agreement”), to make a corresponding extension to the date the Company must commence liquidation
of the Trust Account from January 29, 2023 to June 29, 2023. In connection with the vote to approve the Extension, the holders of 17,533,296 Public Shares properly exercised their right to redeem their shares for cash at a
redemption price of approximately $10.38 per share, for an aggregate redemption amount
of approximately $181.9 million.
On June 28, 2023, the Company held an
extraordinary general meeting (the “Second Extraordinary General
Meeting”). At the Extraordinary General Meeting, the shareholders approved a proposal (the “Second Extension
Amendment Proposal”) to amend the Company’s Amended and restated memorandum and articles of association (the
“Articles”) to extend the date that the Company has to consummate a
business combination from June 29, 2023 to October 29, 2024 (the “Extension
Amendment”). The shareholders also approved a proposal (the “Second Trust
Agreement Amendment Proposal”) to amend the Company’s Trust
Agreement, to make a corresponding extension to the date by which the Trustee is obligated to liquidate the trust account to
the later of (A) June 29, 2023 provided that the Company may extend such date, monthly, up to October 29, 2024 (i.e.: 36
months after the closing of the IPO provided that the Sponsor or its designee deposits the Monthly Deposit (as defined below) into
the trust account), or (B) such later date as may be approved by the Company’s shareholders in accordance with the
Company’s amended and restated memorandum and articles of association. The term “Monthly
Deposit” is defined in the Amendment to mean an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share
multiplied by the number of public shares outstanding. On June 28, 2023, July 31, 2023, September 8, 2023,
October 2, 2023, and November 6, 2023, the Company deposited the Monthly Deposit of $60,000,
for an aggregate of $300,000
into the trust account, extending the Business Combination period to November 29, 2023.
The Company assessed going concern
considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”)
Topic 205-40, “Basis of Presentation - Going Concern”. The Company has until November 29, 2023 (absent any
extensions of such period by the Company’s shareholders) to consummate an initial business combination. While the Company
intends to complete a business combination before the mandatory liquidation date, it is uncertain that the Company will be able to
consummate an initial business combination by that time. If an initial business combination is not consummated by that date, there
will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition
and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution, raises
substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate after November 29, 2023.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and has concluded
that while it is reasonably possible that the virus could have a negative effect on
the Company’s financial position, results of its operations, and/or search for a target company,
the specific impact is not readily determinable as of the date of these condensed
financial statements. The condensed financial statements does not include any adjustments
that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country
of Ukraine. As a result of this action, various nations, including the United States,
have instituted economic sanctions against the Russian Federation and Belarus. Further,
the impact of this action and related sanctions on the world economy are not determinable
as of the date of these condensed financial statements. The specific impact on the
Company’s financial condition, results of operations and cash flows is also not determinable
as of the date of these condensed financial statements.
|
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- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 275 -Publisher FASB -URI https://asc.fasb.org//275/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
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v3.23.3
Summary of Significant Accounting Policies
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements as of September 30, 2023 have been prepared in accordance with U.S. GAAP for interim financial information
and Article 8 of Regulation S-X. Certain information or footnote disclosures normally
included in financial statements prepared in accordance with GAAP have been condensed
or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary
for a complete presentation of financial position, results of operations, or cash
flows. In the opinion of management, the accompanying unaudited condensed financial
statements include all adjustments, consisting of a normal recurring nature, which
are necessary for a fair presentation of the financial position, operating results
and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction
with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the period
ending December 31, 2023 or for any future period.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified
by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies, including, but not
limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved.
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to
comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act)
are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period
and comply with the requirements that apply to non-emerging growth companies but any
such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth
company nor an emerging growth company that has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP requires
the Company’s management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses
during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least
reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the financial statements, which management
considered in formulating its estimate, could change in the near term due to one or
more future confirming events. One of the more significant accounting estimates included
in these condensed financial statements is the determination of the fair value of
the warrant liabilities. Such estimates may be subject to change as more current information
becomes available. Accordingly, the actual results could differ significantly from
those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three
months or less when purchased to be cash equivalents. The Company had $91,533 and $124,237 of operating cash as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, and December 31, 2022, the company had no cash equivalents.
Marketable Securities Held in Trust Account
Following the closing of the IPO on October 29, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private
Placement Warrants was placed in the Trust Account and may be invested only in U.S.
government securities with a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury
obligations. The Trust Account is intended as a holding place for funds pending the
earliest to occur of: (i) the completion of the initial business combination; (ii)
the redemption of any Public Shares properly submitted in connection with a shareholder
vote to amend the Articles (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete
the initial business combination within the Combination Period or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business
combination within the Combination Period, the return of the funds held in the Trust
Account to the public shareholders as part of redemption of the Public Shares. As
of September 30, 2023 and December 31, 2022, substantially all of the assets held in the money market funds were invested
primarily in U.S. Treasury securities.
Offering Costs Associated with IPO
Offering costs consisted of legal, accounting and other expenses incurred through
the IPO that were directly related to the IPO. Offering costs were allocated to the
separable financial instruments issued in the IPO based on a relative fair value basis,
compared to total proceeds received. Offering costs allocated to warrant liabilities
were expensed as incurred in the statements of operations. Offering costs associated
with the Class A ordinary shares issued were initially charged to temporary equity
and then accreted to ordinary shares subject to redemption upon the completion of
the IPO. Accordingly, on October 29, 2021, offering costs totaled $21,140,038 (consisting of $3,850,000 of underwriting fees, $8,800,000 of deferred underwriting fees, $7,748,431 excess fair value of Founder Shares and $741,607 of actual offering costs, with $1,365,245 included in the statement of operations for the period ending December 31, 2021 as an allocation for the Public Warrants and the Private Placement Warrants,
and $19,774,793 included in additional paid-in capital).
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are
derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially recorded
at its fair value on the grant date and is then re-valued at each reporting date,
with changes in the fair value reported in the statements of operations. The classification
of derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is evaluated at the end of each reporting period. Derivative
liabilities are classified in the balance sheet as current or non-current based on
whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date.
Warrant Liabilities
The Company accounts for the warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC
480, and whether the warrants meet all of the requirements from equity classification
under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment,
which requires the use of professional judgement, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are
outstanding.
For issued or modified warrants that meet all of the criteria for equity classification,
the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their
initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 9 for valuation methodology of warrants.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820,
“Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the balance sheets, primarily
due to their short-term nature, except warrant liabilities.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or
paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized
within different levels of the fair value hierarchy. In those instances, the fair
value measurement is categorized in its entirety in the fair value hierarchy based
on the lowest level input that is significant to the fair value measurement.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption
in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares
are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to
be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. On July 11, 2023, $35,601,649 was paid out to redeeming shareholders.
The Company recognizes changes in redemption value at the end of each reporting period
and adjusts the carrying value of redeemable ordinary shares to equal the redemption
value at the end of each reporting period. Such changes are reflected in additional
paid-in capital, or in the absence of additional capital, in accumulated deficit.
On October 29, 2021, the Company recorded a remeasurement to Class A ordinary shares subject to
redemption of $35,299,793, $7,612,755 of which was recorded in additional paid-in capital and $27,687,038 was recorded in accumulated deficit.
As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption, classified as temporary equity in the condensed balance sheets, are reconciled in
the following table:
Temporary equity balance sheet | |
| | |
Gross proceeds from IPO | |
$ | 230,000,000 | |
Less: | |
| | |
Proceeds allocated to public warrants | |
| (10,925,000 | ) |
Offering costs allocated to Class A ordinary shares subject to possible redemption | |
| (19,774,793 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 35,299,793 | |
Class A ordinary shares subject to possible redemption at December 31, 2021 | |
| 234,600,000 | |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 3,387,827 | |
Class A ordinary shares subject to possible redemption, December 31, 2022 | |
| 237,987,827 | |
Less: | |
| | |
Redemptions | |
| (181,923,809 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 1,184,982 | |
Class A ordinary shares subject to possible redemption at March 31, 2023 | |
$ | 57,249,000 | |
Less: | |
| | |
Redemptions | |
| (35,601,649 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 742,574 | |
Class A ordinary shares subject to possible redemption at June 30, 2023 | |
$ | 22,389,925 | |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 456,708 | |
Class A ordinary shares subject to possible redemption at September 30, 2023 | |
$ | 22,846,633 | |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes
under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that included the enactment date.
Valuation allowances are established, when necessary, to reduce deferred tax assets
to the amount expected to be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must
be more likely than not to be sustained upon examination by taxing authorities. The
Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position.
The Company is considered an exempted Cayman Islands company and is presently not
subject to income taxes or income tax filing requirements in the Cayman Islands or
the United States. As such, the Company’s tax provision was zero for the period presented.
Net (Loss) Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic
260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. The
Company has two classes of ordinary shares, which are referred to as Class A ordinary
shares and Class B ordinary shares. Income and losses are shared pro rata between
the two classes of ordinary shares. Accretion associated with the redeemable Class
A ordinary shares is excluded from earnings per share as the redemption value approximates
fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the
(i) IPO and (ii) the private placement since the exercise of the warrants is contingent
upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 Class A ordinary shares in the aggregate. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into ordinary shares and then share
in the earnings of the Company.
The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):
Schedule of Earnings Per Share, Basic and Diluted | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
For the
Three Months Ended September 30, | | |
For the
Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | |
Basic
and diluted net (loss) income per common share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Allocation of
net (loss) income, as adjusted | |
$ | (1,255,439 | ) | |
$ | (11,802 | ) | |
$ | 2,374,400 | | |
$ | 593,600 | | |
$ | 1,296,264 | | |
$ | 49,445 | | |
$ | 7,561,866 | | |
$ | 1,890,466 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted
average common shares outstanding | |
| 7,978,163 | | |
| 75,000 | | |
| 23,000,000 | | |
| 5,750,000 | | |
| 11,647,831 | | |
| 444,301 | | |
| 23,000,000 | | |
| 5,750,000 | |
Basic and diluted net (loss)
income per common share | |
$ | (0.16 | ) | |
$ | (0.16 | ) | |
$ | 0.10 | | |
$ | 0.10 | | |
$ | 0.11 | | |
$ | 0.11 | | |
$ | 0.33 | | |
$ | 0.33 | |
Deferred Legal Fee
The Company incurred $431,793 and $2,657,577 during the three and nine months ended September 30, 2023, respectively, $86,723 and $181,261 during the three and nine months ended September 30, 2022, respectively, of deferred legal fees that will be payable upon the consummation
of an initial business combination.
On June 20, 2023 and June 21, 2023, the Company entered into waiver agreements which resulted in the forgiveness
of $3,730,114 of outstanding deferred legal fees. During the three and nine months ended September 30, 2023, $0 and $3,730,114 is reflected in forgiveness of debt on the condensed statement of operations.
As of September 30, 2023 and December 31, 2022, the Company had $480,506 and $1,377,385 in deferred legal fees, which is included in accounts payable and accrued expenses
in the accompanying condensed balance sheets, respectively.
Forgiveness of debt
During the three and nine months ended September 30, 2023, the Company entered into various agreements with additional vendors forgiving $0 and $351,569 of outstanding amounts owed, respectively.
Related Parties
Parties, which can be a corporation or an individual, are considered to be related
if the Company has the ability, directly or indirectly, to control the other party
or exercise significant influence over the other party in making financial and operational
decisions. Companies are also considered to be related if they are subject to common
control or common significant influence.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit
risk consist of a cash account in a financial institution, which, at times, may exceed
the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
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v3.23.3
Initial Public Offering
|
9 Months Ended |
Sep. 30, 2023 |
Initial Public Offering |
|
Initial Public Offering |
Note 3 — Initial Public Offering
In connection with the Company’s IPO, on October 29, 2021, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share (“Public Shares”) and one-half of one warrant (“Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment (see Note 7).
An aggregate of $10.20 per Unit sold in the IPO was held in the Trust Account and invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any
open-ended investment company that holds itself out as a money market fund meeting
the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of October 29, 2021, $234,600,000 of the IPO proceeds and proceeds from the sale of the Private Placement Warrants
was held in the Trust Account, representing an overfunding of the Trust Account of
102.0% of the IPO size.
Transaction costs as of the IPO date amounted to $21,140,059, consisting of $3,850,000 of underwriting discount, $8,800,000 of deferred underwriting discount, $7,748,431 excess fair value of Founder Shares and $741,628 of offering costs.
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v3.23.3
Private Placement
|
9 Months Ended |
Sep. 30, 2023 |
Private Placement |
|
Private Placement |
Note 4 — Private Placement
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of
10,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($10,750,000 in the aggregate). Each Private Placement
Warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the
Private Placement Warrants were added to the proceeds from the IPO to be held in the
Trust Account. If the Company does not complete an initial business combination within
the Combination Period, the proceeds from the sale of the Private Placement Warrants
held in the Trust Account will be used to fund the redemption of the Public Shares
(subject to the requirements of applicable law), and the Private Placement Warrants
will expire worthless.
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v3.23.3
Related Party Transactions
|
9 Months Ended |
Sep. 30, 2023 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
Note 5 — Related Party Transactions
Founder Shares
In April 2021, the Sponsor purchased shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $. The Founder Shares included an aggregate of up to shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment option was not exercised in full or in part, so that the number of
Founder Shares collectively represents 20% of the Company’s issued and outstanding ordinary shares after the IPO. Simultaneously with the closing
of the IPO, the underwriters exercised the over-allotment option in full. Accordingly,
750,000 Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign
or sell any of the Founder Shares until the earlier of (A) one year after the completion
of an initial business combination or (B) subsequent to an initial business combination,
(x) if the last reported sale price of the Class A ordinary shares equals or exceeds
$12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after an initial business combination, or (y) the date on which
the Company completes a liquidation, merger, stock exchange, reorganization or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash,
securities or other property.
On October 8, 2021, the Sponsor entered into agreements with certain funds managed by Apollo Capital
Management, L.P. (collectively, “Apollo”), certain funds managements by Atalaya Capital Management, LP (“Atalaya”) and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners,
L.P. (collectively “Meteora”) (individually and collectively, the “anchor investors”). Each of the anchor investors purchased 9.9% of the Units in the IPO (excluding
Units issued in connection with the exercise of the over-allotment option). Each of
Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately
7% of the Founder Shares and Private Placement Warrants at approximately the cost
of such securities to the Sponsor, with the Sponsor’s obligation to sell some or all of such interests conditioned upon such anchor investor’s purchase of the Units.
Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed
to purchase interests in the Sponsor representing approximately 6.4% of the Founder
Shares for approximately 3.7% of the cost of the Founder Shares and Private Placement
Warrants to the Sponsor.
The anchor investors acquired from the Sponsor an indirect economic interest in an
aggregate of 1,173,000 Founder Shares at the original purchase price that the Sponsor paid for the Founder
Shares. The Sponsor has agreed to distribute the Founder Shares to the anchor investors
after the completion of an initial business combination. The Company estimates the
aggregate fair value of the Founder Shares attributable to the anchor investors to
be approximately $7,753,530, or $6.61 per share.
The excess of the fair value of the Founder Shares was determined to be an offering
cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering
cost was allocated to the separable financial instruments issued in the IPO based
on a relative fair value basis, compared to total proceeds received. Offering costs
allocated to derivative warrant liabilities were expensed as incurred in the statement
of operations. Offering costs allocated to the Public Shares were charged to shareholder’s deficit upon the completion of the IPO.
On October 7, 2022, the Company entered into a vendor agreement, as described in Note 8, whereas
the Sponsor assigned Class B ordinary shares to the vendor, effective upon the completion of a successful
initial business combination.
The assignment of the Founder Shares to the vendor is in the scope of FASB ASC Topic
718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards
is measured at fair value upon the grant date. The Company has hired a valuation firm
to assess, using the lattice model, the fair value associated with the Founder Shares
granted. The fair value of the shares granted to the Company’s vendor in October 2022 was $ or $1.212 per share. The Founder Shares were granted subject to a performance condition
(i.e., the occurrence of an initial business combination). Compensation expense related
to the Founder Shares is recognized only when the performance condition is met under
the applicable accounting literature in this circumstance. As of September 30, 2023 and December 31, 2022, the Company determined the performance conditions had not been met, and,
therefore, no stock-based compensation expense has been recognized. Stock-based compensation
would be recognized at the date the performance conditions are met (i.e., upon consummation
of an initial business combination) in an amount equal to the number of Founder Shares
vested times the grant date fair value per share (unless subsequently modified) less
the amount initially received for the purchase of the Founder Shares.
On June 25, 2023, the Company, the Sponsor, each independent director of the Company (the “Directors”),
and affiliates of Roth Capital Partners and Craig-Hallum Capital Group llc (the “Buyers”)
entered into a Securities Transfer Agreement (the “Agreement”) pursuant to which Sponsor
and the Directors have agreed to sell to Buyers, and Buyers have agreed to purchase
from Sponsor and the Directors, an aggregate of 4,312,500 ordinary shares consisting of 4,237,500 Class A ordinary shares and 75,000 Class B ordinary shares and 8,062,500 private placement warrants (together, the “Transferred Securities”) for an aggregate
purchase price (the “Purchase Price”) of $1.00 (the “Transaction”). Pursuant to the agreement, among other things:
| ● | on the closing date of the Transaction (the “Closing
Date”), Buyers will contribute $31,000 to Sponsor to be used to pay certain outstanding invoices, loans, accounts payable, accrued
expenses and other liabilities of the Company; |
| ● | on the closing date of the Company’s initial business
combination, Buyers will cause the Company to use $300,000 to pay certain liabilities; |
| ● | conditioned on the approval by the Company’s shareholders
of the Extension (as defined below), Buyers will contribute to the Company as a loan the lesser of (i) $60,000 and (ii) an aggregate
amount equal to $0.03 multiplied by the number of public shares of the Company that are not redeemed in connection with the shareholder
vote to approve the Extension, for each month of the Extension elected by Buyers; |
| ● | prior to the Closing Date, the Directors will convert the
portion of the Class B ordinary shares to be retained by them following the transfer of the Transferred Securities into Class A ordinary
shares of the Company on a one-for-one basis (the “Class B Conversion”); |
| ● | effective on the Closing Date, Philippe Tartavull, Greg Klein
and Angela Blatteis will resign from their roles as officers and directors of the Company and the Company will appoint the individuals
designated by Buyers as officers and directors; |
| ● | upon the expiration of certain waiting periods contemplated
by the Agreement, the incumbent independent directors of the Company will resign and be replaced by individuals designated by Buyers. |
Forward Purchase Agreements
The Company entered into separate forward purchase agreements (the “Forward Purchase Agreements”) with Apollo and Atalaya (the “Forward Purchasers”) on August 13, 2021, and August 4, 2021, respectively. The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and
4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0
million ($10.00 for one Class A ordinary share and one half of one warrant), in private
placements that will close concurrently with the closing of the initial business combination. The forward purchase shares and forward purchase warrants will be identical to the
Class A ordinary shares and Public Warrants included in the Units sold in the IPO.
Each Forward Purchaser’s commitment under its Forward Purchase Agreement is subject to certain conditions
including investment committee approval.
Promissory Note – Related Party
In April 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of
$. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2022, or the consummation of the IPO. On October 29, 2021, the Company repaid the Sponsor $300,000 for amounts outstanding under the Promissory Note. However, the promissory note balance
on October 29, 2021 was $279,597 and, as such, the Company recorded a $20,403 related party receivable for the over-payment. As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note, respectively.
On July 1, 2023 the Company entered into a promissory note with the Buyers for up to an aggregate
of $1,000,000 (the “2023 Promissory Note). The 2023 Promissory Note is non-interest
bearing and payable upon the earlier of the date on which the Company consummates
an initial business combination, the liquidation of the Company, or October 29, 2024. The Note does not bear any interest. As of September 30, 2023, there was $412,941 amounts outstanding under the 2023 Promissory Note.
Administrative Services Agreement
The Company has entered into an agreement commencing on November 28, 2021, with Tartavull Klein Blatteis Capital, LLC (“TKB Capital”), an affiliate of the Sponsor, pursuant to which the Company will pay TKB Capital
a total of $10,000 per month for office space, secretarial and administrative services provided to the
Company. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2023, the Company incurred $0 and $60,000 of fees for these services, respectively. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 of fees for these services, respectively. As of September 30, 2023, and December 31, 2022, there was $0 and $100,000 included in accrued expenses in the accompanying condensed balance sheets.
On June 26, 2023, the Company entered into a termination agreement (the “Termination Agreement”),
pursuant to which the Company terminated the Administrative Services Agreement with
Tartavull Klein Blatteis Capital, LLC dated October 26, 2021 and Tartavull Klein Blatteis Capital, LLC forgave and fully discharged all
outstanding fees thereunder as of the date of the Closing.
Related Party Loans
In order to finance transaction costs in connection with an initial business combination,
the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan
the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay
the Working Capital Loans out of the proceeds of the Trust Account released to the
Company. Otherwise, the Working Capital Loans would be repaid only out of funds held
outside the Trust Account. In the event that an initial business combination does
not close, the Company may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans but no proceeds held in the Trust Account would
be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an initial business
combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into
warrants of the post-business combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding.
Working Capital Advance
On January 26, 2023, in connection with the proposed Business Combination with Wejo, Sponsor entered
into a promissory note (the “Phelan Note”) with Daniel Phelan (the “Lender”), which provides for working capital for the Company in an aggregate principal amount
of up to $750,000. The Phelan Note was amended and restated on March 9, 2023. As of January 30, 2023, Sponsor had drawn $250,000 under the Phelan Note and subsequently advanced these funds to the Company. The Phelan
Note is non-interest bearing and non-convertible. All unpaid principal accrued under
the Phelan Note will be repaid at the closing of the Business Combination or the earlier
termination of the Business Combination Agreement in certain circumstances specified
in the Phelan Note. In consideration for the Phelan Note, Sponsor agreed to pay to
the Lender at the closing of the Business Combination a commitment fee equal to 50%
of the then-outstanding principal balance of the Phelan Note up to a maximum of $375,000. If the Business Combination does not close, the commitment fee will not be paid.
As of September 30, 2023, the Sponsor forgave the debt and the Company recorded a contribution from sponsor
of $. In addition, the Company recorded a $125,000 expense and a corresponding increase in additional paid in capital related to the
commitment fee that will be paid by the Sponsor upon the closing of the Business Combination.
Wejo Assignment and Assumption Agreement
On January 5, 2023, the Sponsor entered into an assignment and assumption agreement with Wejo,
which was subsequently amended and restated on March 2, 2023 (the “Wejo Assignment”), pursuant to which Wejo agreed to pay
The Sponsor subsequently advanced these funds to the Company’s for working capital purposes. The advance is non-interest bearing, unsecured, and
payable in cash upon the consummation of the Company’s initial business combination. The warrants and shares, the Company estimated the
fair value of the 83,250 Founder Shares and 250,000 Private Warrants was $294,289 and $7,500, respectively, for an aggregate $301,789 on January 5, 2023. The fair value of the Founder Shares was determined using the value of the
Class A Units, reduced by the probability of no acquisition and by a discount for
a lack of marketability with a volatility of 107.88%, risk-free rate of 4.78% and a stock price of $10.33 as of the valuation date of January 5, 2023. The Private Placement Warrants were valued at $0.03 per warrant, which was the closing price of the Company’s public warrants on January 5, 2023. The Company utilized this value as Private Warrants are classified as Level
2 due to the use of an observable market quote for a similar asset in an active market
under the ticker USCTW (See Note 9). As a result, there was a loss on the sale of
the shares and warrants of $6,789. During the three and nine months ended September 30, 2023, the Sponsor forgave the debt and the Company recorded a contribution from sponsor
of $0 and $, respectively.
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v3.23.3
Shareholders’ Deficit
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
Shareholders’ Deficit |
Note 6 — Shareholders’ Deficit
Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from
time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At September 30, 2023 and December 31, 2022, there were 5,675,000 and no Class A ordinary shares issued and outstanding,
excluding 2,119,236 and 23,000,000 Class A ordinary shares subject to possible redemption as presented in temporary
equity, respectively.
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were 75,000 and 5,750,000 Class B ordinary shares issued and outstanding, respectively.
Ordinary shareholders of record are entitled to one vote for each share held on all
matters to be voted on by shareholders and holders of Class A ordinary shares and
holders of Class B ordinary shares will vote together as a single class on all matters
submitted to a vote of the shareholders except as required by law; provided that only
holders of Class B ordinary shares will have the right to vote on the appointment
of directors prior to or in connection with the completion of the initial business
combination.
The Class B ordinary shares will automatically convert into Class A ordinary shares
at the time of an initial business combination on a one-for-one basis, subject to
adjustment. In the case that additional Class A ordinary shares, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the IPO
and related to the closing of an initial business combination, the ratio at which
Class B ordinary shares shall convert into Class A ordinary shares will be adjusted
(unless the holders of a majority of the outstanding Class B ordinary shares to waive
such adjustment with respect to any such issuance or deemed issuance) so that the
number of Class A ordinary shares issuable upon conversion of all Class B ordinary
shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the
total number of all ordinary shares outstanding upon the completion of the IPO plus
all Class A ordinary shares and equity-linked securities issued or deemed issued by
the Company in connection with or in relation to the consummation of the initial business
combination, excluding any forward purchase securities, any Class A ordinary shares
or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, or to be issued, to any seller in the initial business combination and any
private placement warrants issued to the Sponsor upon conversion of Working Capital
Loans. In no event will the Class B ordinary shares convert into Class A ordinary
shares at a rate of less than one to one.
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- DefinitionThe entire disclosure for equity.
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v3.23.3
Warrant Liabilities
|
9 Months Ended |
Sep. 30, 2023 |
Guarantees and Product Warranties [Abstract] |
|
Warrant Liabilities |
Note 7 — Warrant Liabilities
The Company accounts for the 22,250,000 warrants that were issued in the IPO (representing 11,500,000 Public Warrants and 10,750,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.
Such guidance provides that because the warrants do not meet the criteria for equity
treatment thereunder, each warrant must be recorded as a liability. The warrants do
not meet the criteria to be considered indexed to the Company’s stock due to settlement provisions that result in holders of warrants receiving
variable settlement amounts determined by the reference table. Additionally, an event
that is not within the entity’s control could require net cash settlement, thus precluding equity classification.
Accordingly, the Company will classify each warrant as a liability at its fair value.
This liability is subject to re-measurement at each balance sheet date. With each
such re-measurement, the warrant liability will be adjusted to fair value, with the
change in fair value recognized in the Company’s statement of operations.
Warrants — Public Warrants may only be exercised for a whole number of Class A ordinary shares.
No fractional warrants will be issued upon separation of the Units and only whole
warrants will trade. Accordingly, unless holders purchase at least two Units, they
will not be able to receive or trade a whole warrant. The Public Warrants will become
exercisable 30 days after the completion of an initial business combination.
The Company will not be obligated to deliver any Class A ordinary shares pursuant
to the exercise of a Public Warrant and will have no obligation to settle such Public
Warrant exercise unless a registration statement under the Securities Act with respect
to the Class A ordinary shares issuable upon exercise of the Public Warrants is then
effective and a prospectus relating thereto is current, subject to the Company satisfying
its obligations with respect to registration, or a valid exemption from registration
is available. No Public Warrant will be exercisable, and the Company will not be obligated
to issue any Class A ordinary shares upon exercise of a Public Warrant unless the
Class A ordinary shares issuable upon such Public Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the Public Warrants.
The Company has agreed that as soon as practicable, but in no event later than 20
business days after the closing of an initial business combination, it will use its
commercially reasonable efforts to file with the SEC a post-effective amendment to
the registration statement filed in connection with its IPO or a new registration
statement covering registration under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the Public Warrants, and the Company will use its
commercially reasonable efforts to cause the same to become effective within 60 business
days after the closing of an initial business combination, and to maintain the effectiveness
of such registration statement and a current prospectus relating to those Class A
ordinary shares until the Public Warrants expire or are redeemed, as specified in
the warrant agreement; provided that if the Class A ordinary shares is at the time
of any exercise of a Public Warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of
Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company
will not be required to file or maintain in effect a registration statement, but it
will use its commercially reasonably efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. If a registration
statement covering the Class A ordinary shares issuable upon exercise of the Public
Warrants is not effective by the 60th day after the closing of an initial business
combination, Public Warrant holders may, until such time as there is an effective
registration statement and during any period when the Company will have failed to
maintain an effective registration statement, exercise Public Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially
reasonably efforts to register or qualify the shares under applicable blue sky laws
to the extent an exemption is not available.
Redemption of warrants when the price per Class A ordinary share equals or exceeds
$18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice of
redemption to each warrant holder; and |
| ● | if, and only if, the last reported sale price of the Class
A ordinary share equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of
redemption to the warrant holders. |
If and when the Public Warrants become redeemable by the Company, it may exercise
its redemption right even if the Company is unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Class A ordinary share equals or exceeds
$10.00. Once the Public Warrants become exercisable, the Company may redeem the Public
Warrants:
| ● | in whole and not in part; |
| ● | at a price of $0.10 per warrant; |
| ● | upon a minimum of 30 days’ prior written notice of
redemption to each warrant holder; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption
and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary share; |
| ● | if, and only if, the last reported sale price of the Class
A ordinary share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications,
recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company
send the notice of redemption to the warrant holders; and |
| ● | if the last reported sale price of the Class A ordinary share
for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the
notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the
same terms as the outstanding Public Warrants, as described above. |
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked
securities (excluding the forward purchase securities) for capital raising purposes
in connection with the closing of an initial business combination at an issue price
or effective issue price of less than $9.20 per Class A ordinary share (with such
issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates,
without taking into account any Founder Shares held by the Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of
the total equity proceeds, and interest thereon, available for the funding of an initial
business combination on the date of the consummation of an initial business combination
(net of redemptions), and (z) the volume weighted average trading price of the Class
A ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates an initial business combination (such
price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the
Newly Issued Price, the $18.00 per share redemption trigger price described above
under “Redemption of warrants when the price per Class A ordinary share equals or
exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share
equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share
redemption trigger price described above under “Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest
cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the
Units sold in the IPO, except that the Private Placement Warrants and the Class A
ordinary shares issuable upon the exercise of the Private Placement Warrants are not
transferable, assignable or saleable until 30 days after the completion of an initial
business combination, subject to certain limited exceptions. Additionally, the Private
Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers
or their permitted transferees (except for a number of Class A ordinary shares as
described above under “Redemption of warrants when the price per Class A ordinary
share equals or exceeds $10.00”). If the Private Placement Warrants are held by someone
other than the initial purchasers or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company in all redemption scenarios and exercisable
by such holders on the same basis as the Public Warrants.
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- DefinitionThe entire disclosure for standard and extended product warranties and other product guarantee contracts, including a tabular reconciliation of the changes in the guarantor's aggregate product warranty liability for the reporting period.
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v3.23.3
Commitments and Contingencies
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Note 8 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Warrants, warrants that may be
issued upon conversion of Working Capital Loans and forward purchase securities that
may be issued pursuant to the Forward Purchase Agreements (and any Class A ordinary
shares issuable upon the exercise of the Private Placement Warrants, forward purchase
warrants and warrants that may be issued upon conversion of the Working Capital Loans
and upon conversion of the Founder Shares) are entitled to registration rights pursuant
to a registration rights agreement that was signed on the effective date of the IPO,
requiring the Company to register such securities for resale. The holders of these
securities are entitled to make up to three demands, excluding short-form demands,
that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the
completion of an initial business combination and rights to require the Company to
register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day option from the date of the IPO to purchase
up to 3,000,000 additional Units to cover over-allotments at the IPO price less the underwriting
discount. On October 29, 2021, the underwriters exercised the over-allotment option in full, generating
an additional $30,000,000 in gross proceeds. As a result of the over-allotment being exercised in full, the
Sponsor did not forfeit any Founder Shares back to the Company. The underwriters were
paid a cash-underwriting discount of $3,850,000 in the aggregate at the closing of the IPO. In addition, $0.35 per Unit, or $8,050,000,
and $750,000 of deferred underwriting commissions ($8,800,000 in the aggregate) is payable to the underwriters for deferred underwriting commissions.
The deferred fee is payable to the underwriters from the amounts held in the Trust
Account solely in the event that the Company completes an initial business combination,
subject to the terms of the underwriting agreement.
In June 2023, the underwriters agreed to waive its entitlement to the deferred underwriting
commission of $8,800,000 to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the consummation of the Transaction. As a result, the Company derecognized the deferred underwriting fee payable of $8,800,000 and recorded $8,231,688 of the forgiveness of the deferred underwriting fee allocated to Public Shares to
the carrying value of the shares of Class A ordinary shares and the remaining balance
of $568,312 was as a gain from extinguishment of liability allocated to warrant liabilities.
As of September 30, 2023 and December 31, 2022, the deferred underwriting fee payable is $0 and $8,800,000, respectively.
Broker Dealer Agreements
The Company entered into seven broker dealer agreements through September 30, 2023, for the purposes of identifying a target company (“Target”) in connection with the Company’s initial business combination. While the terms of these agreements vary, each agreement
reflects that the broker dealer (the “Finder”) will be entitled to a fee if they identify
potential targets with which the Company completes a business combination. As of September 30, 2023, the Company had not accrued any amounts related to any broker dealer agreements.
None of the Finders are entitled to a fee in connection with the proposed Business
Combination with Wejo which was terminated in June 2023
Consulting Agreements
The Company entered into nineteen consulting agreements through September 30, 2023.
With respect to seventeen of the nineteen consulting agreements, during the term of
each agreement, the consultant (“Consultant”) will advise the Company concerning matters related to qualifying business combinations,
including services such as valuation, diligence and general advice with respect to
the business, operations and financial conditions of any such counterparty to a qualifying
business combination. Upon closing of an initial business combination, the Company
will pay the Consultant a base fee of $350,000. In lieu of, and not in addition to the base fee, the Company will pay a bonus fee
of $1,000,000 if the Company and the Consultant mutually determine and agree that the Consultant
will provide advice or services that are of a different kind than those contemplated
in the agreement. In lieu of and not in addition to the base fee and bonus fee, the
Company will pay to the Consultant an additional fee equal to 0.5% of the pre-money
equity value of the Target if the Company and the Consultant mutually determine and
agree that the Consultant provided, or will provide, material support in connection
with the evaluation, negotiation, execution or marketing of an initial business combination
that is ultimately consummated by the Company. Payment to the Consultant is dependent
upon the closing of an initial business combination.
On August 3, 2022, the Company entered into a consulting agreement. During the term of this agreement,
the Consultant will advise the Company concerning matters related to qualifying business
combinations, including services such as valuation, diligence and general advice with
respect to the business, operations and financial conditions of any such counterparty
to a qualifying business combination. As consideration for the services performed
by the Consultant during the term of the agreement, upon the closing of an initial
business combination, the Company shall pay to the Consultant a fee equal to one percent
(1%) of the pre-money equity value of the Target, as stated in the Agreement and Plan
of Merger executed between the Company and the Target (which such pre-money equity
value shall be determined in a manner consistent with disclosures set forth in the
proxy statement/prospectus filed in connection with such initial business combination).
Payment to the Consultant is dependent upon the closing of an initial business combination.
On October 25, 2022, the Company entered into a consulting agreement. During the term of this
agreement, the consultant (“Consultant”) will advise the Company concerning matters related to qualifying business combinations,
including services such as valuation, diligence and general advice with respect to
the business, operations and financial conditions of any such counterparty to a qualifying
business combination. In consideration for the services performed by the Consultant
during the term, upon the closing of an initial business combination, the Company
shall pay to the Consultant, in shares at close, 100,000 shares of the surviving entity.
As of September 30, 2023, no work has been performed related to any of the consulting agreements and
thus the Company did not accrue any amounts related to these agreements.
Vendor Agreement
On August 26, 2021, the Company entered into an agreement with a vendor to provide services and
support in connection with finding and completing a successful business combination.
In connection with these services, the Company agreed to pay the vendor $250,000 per annum. It is also agreed that the vendor could earn up to 45,000 ordinary shares
over the term of the agreement.
On August 16, 2022, the Company amended the agreement whereby it agreed to pay the vendor $125
per hour payable upon the completion of a successful business combination.
On October 7, 2022, the Company terminated the original agreement and entered into a new agreement
with the vendor, pursuant to which the Company agreed to pay the vendor $125 per hour
and the Sponsor assigned 23,883 Class B ordinary shares to the vendor, effective upon the completion of a successful
business combination.
For the three months ended September 30, 2023 and 2022, the Company recorded $ and $. For the nine months ended September 30, 2023 and 2022 the Company recorded $ and $, respectively, in fees for these services on its accompanying statements of operations.
As of September 30, 2023 and December 31, 2022, the Company had a balance of $0 and $42,181 in accounts payable and accrued expenses related to these services.
On July 24, 2023, the Company entered into a waiver agreement with the vendor which resulted in the forgiveness
of $42,181 of outstanding balance. This amount is reflected in forgiveness of debt on the condensed statement of operations
for the three and nine months ended September 30, 2023.
Advisory Agreement
On January 9, 2023, the company entered into an advisory agreement letter with Jefferies LLC (“Jefferies”), where Jefferies will provide the Company with equity capital markets financial
advice and assistance in connection with a possible business combination. In addition,
the Jefferies will act as sole and exclusive manager, bookrunner, placement agent,
arranger, underwriter and/or initial purchaser, as the case may be, in connection
with the sale and/or placement of any debt or equity financing in connection with
the Company’s pending Business Combination. As consideration for the services performed by Jefferies,
the Company agrees to pay Jefferies customary fees and expense reimbursements for
such services. Any payment of fees to Jefferies is contingent upon the closing of
a debt or equity financing. On June 20, 2023, the advisory agreement letter was terminated, and Jefferies agreed to all
fees subject to, and expressly conditioned upon, payment to Jefferies of a minimum
of $16,000 contingent upon the closing of a business combination, representing partial reimbursement
of expenses owed. As of September 30, 2023, the Company had not recorded an expense for the delivery of these services.
Business Combination Agreement
On January 10, 2023, the Company, entered into a business combination agreement with Wejo Group
Limited, an exempted company limited by shares incorporated under the laws of Bermuda
(“Wejo”), and Green Merger Subsidiary Limited, an exempted company incorporated under the
laws of the Cayman Islands and a direct, wholly owned subsidiary of Wejo (“Merger Sub 1”) and upon execution of a joinder to the business combination agreement, each of
Wejo Holdings Limited, an exempted company limited by shares incorporated under the
laws of Bermuda and a wholly owned subsidiary of Wejo (“Holdco”) and Wejo Acquisition Company Limited, an exempted company limited by shares incorporated
under the laws of Bermuda and a wholly owned Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”) (as it may be amended, restated, supplemented or otherwise modified from time to
time, the “Business Combination Agreement”).
On June 25, 2023, the Company, Wejo, Holdco, Merger Sub 1 and Merger Sub 2 entered into that
certain Mutual Termination Agreement (“Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Business Combination
Agreement pursuant to Section 7.1(a) thereof. The Termination Agreement also includes mutual releases of the parties.
No party will be required to pay a termination fee as a result of the mutual decision
to enter into the Termination Agreement.
The termination of the Business Combination Agreement also terminates the Voting Agreement,
dated as of January 10, 2023 (“Wejo Voting Agreement”) between the Company and certain shareholders of
Wejo and the Voting Agreement, dated as of January 10, 2023 (the “Sponsor Voting Agreement”) between the Company, Sponsor and Directors,
pursuant to the terms of the Wejo Voting Agreement and Sponsor Voting Agreement, respectively
On April 11, 2023, TKB Critical Technologies 1 (the “Company”) received a letter (the “MVPHS
Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive trading
days prior to the date of the MVPHS Notice, the Company’s minimum market value of publicly held shares was less than $15.0 million, which
does not meet the requirement for continued listing on The Nasdaq Global Market, as
required by Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”).
On April 13, 2023, the Company demonstrated compliance with the MVPHS Rule by filing an amended
Annual Report on Form 10-K for the year ended December 31, 2022 which included an updated beneficial ownership table. On April 14, 2023, the Staff notified the Company that it has regained compliance with the MVPHS
Rule.
Conversion of Class B shares
On January 18, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles
of Association of the Company, (“Class B Shares”), elected to convert each outstanding Class B Share held by it on a one-for-one
basis into Class A ordinary shares, par value $0.0001 per share (“Class A Shares”) of the Company, with immediate effect. Following such conversion, as of January 18, 2023, the Company had an aggregate of 28,650,000 Class A Shares issued and outstanding
and 100,000 Class B Shares issued and outstanding. On June 28, 2023, holders of an aggregate of 25,000 of the remaining outstanding Class B Shares
elected to convert their Class B Shares into Class A Shares. The Company modified
its balance sheet and statements of shareholders equity to reflect the impact of these
conversions.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.23.3
Fair Value Measurements
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Fair Value Measurements |
Note 9 — Fair Value Measurements
The Company follows the guidance in ASC 820 for its financial assets and liabilities
that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the
sale of the assets or paid in connection with the transfer of the liabilities in an
orderly transaction between market participants at the measurement date. In connection
with measuring the fair value of its assets and liabilities, the Company seeks to
maximize the use of observable inputs (market data obtained from independent sources)
and to minimize the use of unobservable inputs (internal assumptions about how market
participants would price assets and liabilities). The following fair value hierarchy
is used to classify assets and liabilities based on the observable inputs and unobservable
inputs used in order to value the assets and liabilities:
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market
for an asset or liability is a market in which transactions for the asset or liability
occur with sufficient frequency and volume to provide pricing information on an ongoing
basis. |
|
|
|
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted
prices in active markets for similar assets or liabilities and quoted prices for identical
assets or liabilities in markets that are not active. |
|
|
|
|
Level 3: |
Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the
asset or liability. |
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company
utilized to determine such fair value:
Schedule of Fair Value, Liabilities Measured on Recurring Basis | |
| | |
| | | |
| | |
Description | |
Level | | |
September 30, 2023 | | |
December 31, 2022 | |
Assets: | |
| | |
| | | |
| | |
Cash and marketable securities held in trust account | |
1 | | |
$ | - | | |
$ | 237,987,827 | |
| |
| | |
| | | |
| | |
Liabilities: | |
| | |
| | | |
| | |
Warrant liability – Public Warrants | |
2 | | |
| 936,100 | | |
| 249,550 | |
Warrant liability – Private Placement Warrants | |
2 | | |
| 875,050 | | |
| 233,275 | |
The warrants were accounted for as liabilities in accordance with ASC 815-40 and are
presented within warrant liabilities in the accompanying condensed balance sheets.
The warrant liabilities are measured at fair value at inception and on a recurring
basis, with changes in fair value presented within the condensed statements of operations.
As of September 30, 2023, the aggregate values of the Public Warrants and Private Placement Warrants
were $936,100 and $875,050, respectively, based on a fair value of $0.08 per warrant. As of December 31, 2022, the aggregate values of the Public Warrants and Private Placement Warrants
were $249,550 and $233,275, respectively, based on a fair value of $0.02 per warrant.
The following table presents the changes in the fair value of warrant liabilities:
Schedule of Derivative Liabilities at Fair Value | |
| | | |
| | | |
| | |
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2023 | |
$ | 233,725 | | |
$ | 249,550 | | |
$ | 483,275 | |
Change in fair value | |
| 1,379,225 | | |
| 1,475,450 | | |
| 2,854,675 | |
Fair value as of March 31, 2023 | |
$ | 1,612,500 | | |
$ | 1,725,000 | | |
$ | 3,337,500 | |
Change in fair value | |
| (1,310,425 | ) | |
| (1,401,850 | ) | |
| (2,712,275 | ) |
Fair value as of June 30, 2023 | |
$ | 302,075 | | |
$ | 323,150 | | |
$ | 625,225 | |
Change in fair value | |
| 572,975 | | |
| 612,950 | | |
| 1,185,925 | |
Fair value as of September 30, 2023 | |
$ | 875,050 | | |
$ | 936,100 | | |
$ | 1,811,150 | |
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2022 | |
$ | 5,160,000 | | |
$ | 5,520,000 | | |
$ | 10,680,000 | |
Change in valuation inputs or other assumptions | |
| (1,397,500 | ) | |
| (1,495,000 | ) | |
| (2,892,500 | ) |
Fair value as of March 31, 2022 | |
$ | 3,762,500 | | |
$ | 4,025,000 | | |
$ | 7,787,500 | |
Change in valuation inputs or other assumptions | |
| (1,936,075 | ) | |
| (2,071,150 | ) | |
| (4,007,225 | ) |
Fair value as of June 30, 2022 | |
$ | 1,826,425 | | |
$ | 1,953,850 | | |
$ | 3,780,275 | |
Change in valuation inputs or other assumptions | |
| (1,073,925 | ) | |
| (1,148,850 | ) | |
| (2,222,775 | ) |
Fair value as of September 30, 2022 | |
$ | 752,500 | | |
$ | 805,000 | | |
$ | 1,557,500 | |
The Company established the initial fair value for the warrants on October 29, 2021, the date of the consummation of the Company’s IPO. The Company used a Black-Scholes model to value the warrants. For periods subsequent
to the detachment of the Public Warrants from the Units, the close price of the Public
Warrant will be used as the fair value as of each reporting period. The subsequent
measurements of the Private Placement Warrants are classified as Level 2 due to the
use of an observable market quote for a similar asset in an active market under the
ticker USCTW. As of September 30, 2023, the Public Warrants have detached from the Units, and the closing price is
utilized as the fair value.
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period
in which a change in valuation technique or methodology occurs. There were no other
transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2023 and 2022.
|
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- DefinitionThe entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis.
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v3.23.3
Subsequent Events
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note 10 — Subsequent Events
Management has evaluated the impact of subsequent events through the date that the
unaudited condensed financial statements were issued. Based upon this review, the
Company did not, other than the below identify any subsequent events that would have required adjustment
or disclosure in the unaudited condensed financial statements.
|
X |
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.23.3
Summary of Significant Accounting Policies (Policies)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis of Presentation
The accompanying unaudited condensed financial statements as of September 30, 2023 have been prepared in accordance with U.S. GAAP for interim financial information
and Article 8 of Regulation S-X. Certain information or footnote disclosures normally
included in financial statements prepared in accordance with GAAP have been condensed
or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary
for a complete presentation of financial position, results of operations, or cash
flows. In the opinion of management, the accompanying unaudited condensed financial
statements include all adjustments, consisting of a normal recurring nature, which
are necessary for a fair presentation of the financial position, operating results
and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction
with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the period
ending December 31, 2023 or for any future period.
|
Emerging Growth Company |
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified
by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies, including, but not
limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved.
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to
comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act)
are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period
and comply with the requirements that apply to non-emerging growth companies but any
such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth
company nor an emerging growth company that has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting
standards used.
|
Use of Estimates |
Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP requires
the Company’s management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses
during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least
reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the financial statements, which management
considered in formulating its estimate, could change in the near term due to one or
more future confirming events. One of the more significant accounting estimates included
in these condensed financial statements is the determination of the fair value of
the warrant liabilities. Such estimates may be subject to change as more current information
becomes available. Accordingly, the actual results could differ significantly from
those estimates.
|
Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three
months or less when purchased to be cash equivalents. The Company had $91,533 and $124,237 of operating cash as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, and December 31, 2022, the company had no cash equivalents.
|
Marketable Securities Held in Trust Account |
Marketable Securities Held in Trust Account
Following the closing of the IPO on October 29, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private
Placement Warrants was placed in the Trust Account and may be invested only in U.S.
government securities with a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury
obligations. The Trust Account is intended as a holding place for funds pending the
earliest to occur of: (i) the completion of the initial business combination; (ii)
the redemption of any Public Shares properly submitted in connection with a shareholder
vote to amend the Articles (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete
the initial business combination within the Combination Period or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business
combination within the Combination Period, the return of the funds held in the Trust
Account to the public shareholders as part of redemption of the Public Shares. As
of September 30, 2023 and December 31, 2022, substantially all of the assets held in the money market funds were invested
primarily in U.S. Treasury securities.
|
Offering Costs Associated with IPO |
Offering Costs Associated with IPO
Offering costs consisted of legal, accounting and other expenses incurred through
the IPO that were directly related to the IPO. Offering costs were allocated to the
separable financial instruments issued in the IPO based on a relative fair value basis,
compared to total proceeds received. Offering costs allocated to warrant liabilities
were expensed as incurred in the statements of operations. Offering costs associated
with the Class A ordinary shares issued were initially charged to temporary equity
and then accreted to ordinary shares subject to redemption upon the completion of
the IPO. Accordingly, on October 29, 2021, offering costs totaled $21,140,038 (consisting of $3,850,000 of underwriting fees, $8,800,000 of deferred underwriting fees, $7,748,431 excess fair value of Founder Shares and $741,607 of actual offering costs, with $1,365,245 included in the statement of operations for the period ending December 31, 2021 as an allocation for the Public Warrants and the Private Placement Warrants,
and $19,774,793 included in additional paid-in capital).
|
Derivative Financial Instruments |
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are
derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially recorded
at its fair value on the grant date and is then re-valued at each reporting date,
with changes in the fair value reported in the statements of operations. The classification
of derivative instruments, including whether such instruments should be recorded as
liabilities or as equity, is evaluated at the end of each reporting period. Derivative
liabilities are classified in the balance sheet as current or non-current based on
whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date.
|
Warrant Liabilities |
Warrant Liabilities
The Company accounts for the warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC
480, and whether the warrants meet all of the requirements from equity classification
under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment,
which requires the use of professional judgement, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are
outstanding.
For issued or modified warrants that meet all of the criteria for equity classification,
the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their
initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 9 for valuation methodology of warrants.
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820,
“Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the balance sheets, primarily
due to their short-term nature, except warrant liabilities.
|
Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or
paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized
within different levels of the fair value hierarchy. In those instances, the fair
value measurement is categorized in its entirety in the fair value hierarchy based
on the lowest level input that is significant to the fair value measurement.
|
Class A Ordinary Shares Subject to Possible Redemption |
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption
in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares
are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to
be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. On July 11, 2023, $35,601,649 was paid out to redeeming shareholders.
The Company recognizes changes in redemption value at the end of each reporting period
and adjusts the carrying value of redeemable ordinary shares to equal the redemption
value at the end of each reporting period. Such changes are reflected in additional
paid-in capital, or in the absence of additional capital, in accumulated deficit.
On October 29, 2021, the Company recorded a remeasurement to Class A ordinary shares subject to
redemption of $35,299,793, $7,612,755 of which was recorded in additional paid-in capital and $27,687,038 was recorded in accumulated deficit.
As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption, classified as temporary equity in the condensed balance sheets, are reconciled in
the following table:
Temporary equity balance sheet | |
| | |
Gross proceeds from IPO | |
$ | 230,000,000 | |
Less: | |
| | |
Proceeds allocated to public warrants | |
| (10,925,000 | ) |
Offering costs allocated to Class A ordinary shares subject to possible redemption | |
| (19,774,793 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 35,299,793 | |
Class A ordinary shares subject to possible redemption at December 31, 2021 | |
| 234,600,000 | |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 3,387,827 | |
Class A ordinary shares subject to possible redemption, December 31, 2022 | |
| 237,987,827 | |
Less: | |
| | |
Redemptions | |
| (181,923,809 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 1,184,982 | |
Class A ordinary shares subject to possible redemption at March 31, 2023 | |
$ | 57,249,000 | |
Less: | |
| | |
Redemptions | |
| (35,601,649 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 742,574 | |
Class A ordinary shares subject to possible redemption at June 30, 2023 | |
$ | 22,389,925 | |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 456,708 | |
Class A ordinary shares subject to possible redemption at September 30, 2023 | |
$ | 22,846,633 | |
|
Income Taxes |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes
under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that included the enactment date.
Valuation allowances are established, when necessary, to reduce deferred tax assets
to the amount expected to be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must
be more likely than not to be sustained upon examination by taxing authorities. The
Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position.
The Company is considered an exempted Cayman Islands company and is presently not
subject to income taxes or income tax filing requirements in the Cayman Islands or
the United States. As such, the Company’s tax provision was zero for the period presented.
|
Net (Loss) Income Per Ordinary Share |
Net (Loss) Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic
260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. The
Company has two classes of ordinary shares, which are referred to as Class A ordinary
shares and Class B ordinary shares. Income and losses are shared pro rata between
the two classes of ordinary shares. Accretion associated with the redeemable Class
A ordinary shares is excluded from earnings per share as the redemption value approximates
fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the
(i) IPO and (ii) the private placement since the exercise of the warrants is contingent
upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 Class A ordinary shares in the aggregate. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into ordinary shares and then share
in the earnings of the Company.
The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):
Schedule of Earnings Per Share, Basic and Diluted | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
For the
Three Months Ended September 30, | | |
For the
Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | |
Basic
and diluted net (loss) income per common share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Allocation of
net (loss) income, as adjusted | |
$ | (1,255,439 | ) | |
$ | (11,802 | ) | |
$ | 2,374,400 | | |
$ | 593,600 | | |
$ | 1,296,264 | | |
$ | 49,445 | | |
$ | 7,561,866 | | |
$ | 1,890,466 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted
average common shares outstanding | |
| 7,978,163 | | |
| 75,000 | | |
| 23,000,000 | | |
| 5,750,000 | | |
| 11,647,831 | | |
| 444,301 | | |
| 23,000,000 | | |
| 5,750,000 | |
Basic and diluted net (loss)
income per common share | |
$ | (0.16 | ) | |
$ | (0.16 | ) | |
$ | 0.10 | | |
$ | 0.10 | | |
$ | 0.11 | | |
$ | 0.11 | | |
$ | 0.33 | | |
$ | 0.33 | |
|
Deferred Legal Fee |
Deferred Legal Fee
The Company incurred $431,793 and $2,657,577 during the three and nine months ended September 30, 2023, respectively, $86,723 and $181,261 during the three and nine months ended September 30, 2022, respectively, of deferred legal fees that will be payable upon the consummation
of an initial business combination.
On June 20, 2023 and June 21, 2023, the Company entered into waiver agreements which resulted in the forgiveness
of $3,730,114 of outstanding deferred legal fees. During the three and nine months ended September 30, 2023, $0 and $3,730,114 is reflected in forgiveness of debt on the condensed statement of operations.
As of September 30, 2023 and December 31, 2022, the Company had $480,506 and $1,377,385 in deferred legal fees, which is included in accounts payable and accrued expenses
in the accompanying condensed balance sheets, respectively.
|
Forgiveness of debt |
Forgiveness of debt
During the three and nine months ended September 30, 2023, the Company entered into various agreements with additional vendors forgiving $0 and $351,569 of outstanding amounts owed, respectively.
|
Related Parties |
Related Parties
Parties, which can be a corporation or an individual, are considered to be related
if the Company has the ability, directly or indirectly, to control the other party
or exercise significant influence over the other party in making financial and operational
decisions. Companies are also considered to be related if they are subject to common
control or common significant influence.
|
Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit
risk consist of a cash account in a financial institution, which, at times, may exceed
the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account.
|
Recent Accounting Standards |
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
|
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v3.23.3
Summary of Significant Accounting Policies (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Temporary equity balance sheet |
Temporary equity balance sheet | |
| | |
Gross proceeds from IPO | |
$ | 230,000,000 | |
Less: | |
| | |
Proceeds allocated to public warrants | |
| (10,925,000 | ) |
Offering costs allocated to Class A ordinary shares subject to possible redemption | |
| (19,774,793 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 35,299,793 | |
Class A ordinary shares subject to possible redemption at December 31, 2021 | |
| 234,600,000 | |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 3,387,827 | |
Class A ordinary shares subject to possible redemption, December 31, 2022 | |
| 237,987,827 | |
Less: | |
| | |
Redemptions | |
| (181,923,809 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 1,184,982 | |
Class A ordinary shares subject to possible redemption at March 31, 2023 | |
$ | 57,249,000 | |
Less: | |
| | |
Redemptions | |
| (35,601,649 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 742,574 | |
Class A ordinary shares subject to possible redemption at June 30, 2023 | |
$ | 22,389,925 | |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 456,708 | |
Class A ordinary shares subject to possible redemption at September 30, 2023 | |
$ | 22,846,633 | |
|
Schedule of Earnings Per Share, Basic and Diluted |
Schedule of Earnings Per Share, Basic and Diluted | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
For the
Three Months Ended September 30, | | |
For the
Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | | |
Class
A | | |
Class
B | |
Basic
and diluted net (loss) income per common share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Allocation of
net (loss) income, as adjusted | |
$ | (1,255,439 | ) | |
$ | (11,802 | ) | |
$ | 2,374,400 | | |
$ | 593,600 | | |
$ | 1,296,264 | | |
$ | 49,445 | | |
$ | 7,561,866 | | |
$ | 1,890,466 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted
average common shares outstanding | |
| 7,978,163 | | |
| 75,000 | | |
| 23,000,000 | | |
| 5,750,000 | | |
| 11,647,831 | | |
| 444,301 | | |
| 23,000,000 | | |
| 5,750,000 | |
Basic and diluted net (loss)
income per common share | |
$ | (0.16 | ) | |
$ | (0.16 | ) | |
$ | 0.10 | | |
$ | 0.10 | | |
$ | 0.11 | | |
$ | 0.11 | | |
$ | 0.33 | | |
$ | 0.33 | |
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v3.23.3
Fair Value Measurements (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Schedule of Fair Value, Liabilities Measured on Recurring Basis |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | |
| | |
| | | |
| | |
Description | |
Level | | |
September 30, 2023 | | |
December 31, 2022 | |
Assets: | |
| | |
| | | |
| | |
Cash and marketable securities held in trust account | |
1 | | |
$ | - | | |
$ | 237,987,827 | |
| |
| | |
| | | |
| | |
Liabilities: | |
| | |
| | | |
| | |
Warrant liability – Public Warrants | |
2 | | |
| 936,100 | | |
| 249,550 | |
Warrant liability – Private Placement Warrants | |
2 | | |
| 875,050 | | |
| 233,275 | |
|
Schedule of Derivative Liabilities at Fair Value |
Schedule of Derivative Liabilities at Fair Value | |
| | | |
| | | |
| | |
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2023 | |
$ | 233,725 | | |
$ | 249,550 | | |
$ | 483,275 | |
Change in fair value | |
| 1,379,225 | | |
| 1,475,450 | | |
| 2,854,675 | |
Fair value as of March 31, 2023 | |
$ | 1,612,500 | | |
$ | 1,725,000 | | |
$ | 3,337,500 | |
Change in fair value | |
| (1,310,425 | ) | |
| (1,401,850 | ) | |
| (2,712,275 | ) |
Fair value as of June 30, 2023 | |
$ | 302,075 | | |
$ | 323,150 | | |
$ | 625,225 | |
Change in fair value | |
| 572,975 | | |
| 612,950 | | |
| 1,185,925 | |
Fair value as of September 30, 2023 | |
$ | 875,050 | | |
$ | 936,100 | | |
$ | 1,811,150 | |
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2022 | |
$ | 5,160,000 | | |
$ | 5,520,000 | | |
$ | 10,680,000 | |
Change in valuation inputs or other assumptions | |
| (1,397,500 | ) | |
| (1,495,000 | ) | |
| (2,892,500 | ) |
Fair value as of March 31, 2022 | |
$ | 3,762,500 | | |
$ | 4,025,000 | | |
$ | 7,787,500 | |
Change in valuation inputs or other assumptions | |
| (1,936,075 | ) | |
| (2,071,150 | ) | |
| (4,007,225 | ) |
Fair value as of June 30, 2022 | |
$ | 1,826,425 | | |
$ | 1,953,850 | | |
$ | 3,780,275 | |
Change in valuation inputs or other assumptions | |
| (1,073,925 | ) | |
| (1,148,850 | ) | |
| (2,222,775 | ) |
Fair value as of September 30, 2022 | |
$ | 752,500 | | |
$ | 805,000 | | |
$ | 1,557,500 | |
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v3.23.3
Description of Organization and Business Operations (Details Narrative) - USD ($)
|
1 Months Ended |
9 Months Ended |
|
|
|
|
|
|
Oct. 29, 2021 |
Sep. 30, 2023 |
Jul. 31, 2023 |
Jun. 28, 2023 |
Jun. 25, 2023 |
Jan. 27, 2023 |
Jan. 05, 2023 |
Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Transaction costs |
$ 21,140,059
|
|
|
|
|
|
|
|
Underwriting fees |
3,850,000
|
|
|
|
|
|
|
|
Deferred underwriting fees |
8,800,000
|
|
|
|
|
|
|
|
Excess fair value of founder shares |
7,748,431
|
|
|
|
|
|
|
|
Actual offering cost |
741,628
|
|
|
|
|
|
|
|
Additional paid-in capital |
19,774,814
|
$ 7,592,962
|
|
|
|
|
|
|
Warrant liability cost |
$ 1,365,245
|
|
|
|
|
|
|
|
Proceeds from Issuance or Sale of Equity |
|
6,789
|
|
|
|
|
|
|
Business Combination, Consideration Transferred, Other |
|
5,000,001
|
|
|
|
|
|
|
Dissolution expenses |
|
100,000
|
|
|
|
|
|
|
Class A ordinary shares |
|
|
|
3,347,468
|
4,312,500
|
17,533,296
|
|
|
Redemption price |
|
|
|
$ 10.64
|
|
$ 10.38
|
|
|
Aggregate redemption amount |
|
|
|
$ 35,601,649
|
|
$ 181,900,000
|
|
|
Class of warrant or right, outstanding |
|
|
|
|
8,062,500
|
|
|
|
Share price |
|
|
|
|
$ 1.00
|
|
$ 10.33
|
|
Aggregate deposit |
|
|
$ 300,000
|
$ 60,000
|
|
|
|
|
Cash |
|
91,533
|
|
|
|
|
|
$ 124,237
|
Working capital deficit |
|
$ 792,309
|
|
|
|
|
|
|
Exercised Shares |
|
17,533,296
|
|
|
|
|
|
|
Class A Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Class A ordinary shares |
|
|
|
|
4,237,500
|
|
|
|
Class B Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Class A ordinary shares |
|
|
|
|
75,000
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Sale of Stock, Number of Shares Issued in Transaction |
23,000,000
|
|
|
|
|
|
|
|
Sale of Stock, Price Per Share |
$ 10.00
|
|
|
|
|
|
|
|
Sale of Stock, Consideration Received on Transaction |
$ 230,000,000
|
|
|
|
|
|
|
|
Proceeds from Issuance or Sale of Equity |
$ 234,600,000
|
|
|
|
|
|
|
|
Shares Issued, Price Per Share |
$ 10.20
|
|
|
|
|
|
|
|
Share price |
$ 0.35
|
|
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Sale of Stock, Number of Shares Issued in Transaction |
3,000,000
|
|
|
|
|
|
|
|
Private Placement [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Sale of Stock, Number of Shares Issued in Transaction |
10,750,000
|
|
|
|
|
|
|
|
Sale of Stock, Consideration Received on Transaction |
$ 10,750,000
|
|
|
|
|
|
|
|
Class of Warrant or Right, Exercise Price of Warrants or Rights |
$ 1.00
|
|
|
|
|
|
|
|
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v3.23.3
Summary of Significant Accounting Policies (Details) - Class A Ordinary Shares [Member] - USD ($)
|
3 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Gross proceeds from initial public offering |
|
|
|
|
$ 230,000,000
|
Proceeds allocated to public warrants |
|
|
|
|
(10,925,000)
|
Offering costs allocated to Class A ordinary shares subject to possible redemption |
|
|
|
|
(19,774,793)
|
Re-measurement on Class A ordinary shares subject to possible redemption amount |
$ 456,708
|
$ 742,574
|
$ 1,184,982
|
$ 3,387,827
|
35,299,793
|
Class A ordinary shares subject to possible redemption |
$ 22,846,633
|
22,389,925
|
57,249,000
|
$ 237,987,827
|
$ 234,600,000
|
Redemptions |
|
$ (35,601,649)
|
$ (181,923,809)
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v3.23.3
Summary of Significant Accounting Policies (Details 1) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Redeemable Class A Ordinary Shares [Member] |
|
|
|
|
Allocation of net (loss) income, as adjusted |
$ (1,255,439)
|
$ 2,374,400
|
$ 1,296,264
|
$ 7,561,866
|
Basic and diluted weighted average common shares outstanding |
7,978,163
|
23,000,000
|
11,647,831
|
23,000,000
|
Basic and diluted net (loss) income per common share |
$ (0.16)
|
$ 0.10
|
$ 0.11
|
$ 0.33
|
Redeemable Class B Ordinary Shares [Member] |
|
|
|
|
Allocation of net (loss) income, as adjusted |
$ (11,802)
|
$ 593,600
|
$ 49,445
|
$ 1,890,466
|
Basic and diluted weighted average common shares outstanding |
75,000
|
5,750,000
|
444,301
|
5,750,000
|
Basic and diluted net (loss) income per common share |
$ (0.16)
|
$ 0.10
|
$ 0.11
|
$ 0.33
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v3.23.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
1 Months Ended |
3 Months Ended |
6 Months Ended |
9 Months Ended |
12 Months Ended |
|
Jul. 24, 2023 |
Oct. 29, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Jun. 21, 2023 |
Jun. 20, 2023 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Jul. 11, 2023 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
$ 91,533
|
|
|
|
$ 91,533
|
|
$ 124,237
|
|
Proceeds of the sale of the Units |
|
|
|
|
|
|
6,789
|
|
|
|
Transaction costs |
|
$ 21,140,038
|
|
|
|
|
|
|
|
|
Underwriting fees |
|
3,850,000
|
|
|
|
|
|
|
|
|
Deferred underwriting fees |
|
8,800,000
|
|
|
|
|
|
|
|
|
Excess fair value of founder shares |
|
7,748,431
|
|
|
|
|
|
|
|
|
Actual offering cost |
|
741,607
|
|
|
|
|
|
|
|
|
Accumulated deficit |
|
1,365,245
|
(10,196,996)
|
|
|
|
(10,196,996)
|
|
(10,482,723)
|
|
Additional paid-in capital |
|
19,774,793
|
|
|
|
|
|
|
|
|
Redeemed shares amount |
|
|
|
|
|
|
|
|
|
$ 35,601,649
|
Remeasurement amount |
|
|
|
|
|
|
35,299,793
|
|
|
|
Accumulated deficit |
|
|
27,687,038
|
|
|
|
27,687,038
|
|
|
|
Unrecognized tax benefits |
|
|
0
|
|
|
|
0
|
|
0
|
|
Accrued for interest and penalties |
|
|
0
|
|
|
|
0
|
|
0
|
|
Deferred legal fees |
|
|
431,793
|
$ 86,723
|
$ 3,730,114
|
$ 3,730,114
|
2,657,577
|
$ 181,261
|
|
|
Reflected forgiveness of Debt |
|
|
0
|
|
|
|
3,730,114
|
|
|
|
Forgiveness of debt |
$ 42,181
|
|
42,181
|
|
|
|
4,692,176
|
|
|
|
Federal Depository Insurance Coverage |
|
|
250,000
|
|
|
|
250,000
|
|
|
|
Accounts Payable [Member] |
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
Forgiveness of debt |
|
|
$ 0
|
|
|
|
351,569
|
|
|
|
Accounts Payable And Accrued Expenses [Member] |
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
Deferred legal fees |
|
|
|
|
|
|
480,506
|
|
$ 1,377,385
|
|
Additional Paid-in Capital [Member] |
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
Remeasurement amount |
|
|
|
|
|
|
$ 7,612,755
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
Proceeds of the sale of the Units |
|
$ 234,600,000
|
|
|
|
|
|
|
|
|
Sale of units in initial public offering |
|
23,000,000
|
|
|
|
|
|
|
|
|
Class A Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
Sale of units in initial public offering |
|
22,250,000
|
|
|
|
|
|
|
|
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v3.23.3
Initial Public Offering (Details Narrative) - USD ($)
|
1 Months Ended |
|
Oct. 29, 2021 |
Sep. 30, 2023 |
Subsidiary, Sale of Stock [Line Items] |
|
|
Transaction costs |
$ 21,140,059
|
|
Underwriting fees |
3,850,000
|
|
Deferred underwriting fees |
8,800,000
|
|
Excess fair value of founder shares |
7,748,431
|
|
Actual offering cost |
$ 741,628
|
|
IPO [Member] |
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
Sale of Stock, Number of Shares Issued in Transaction |
23,000,000
|
|
Sale of Stock, Price Per Share |
$ 10.00
|
|
Sale of units per share |
$ 10.20
|
|
Sale of units in initial public offering aggragate amount |
$ 234,600,000
|
|
Private Placement [Member] |
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
Sale of Stock, Number of Shares Issued in Transaction |
10,750,000
|
|
Class of Warrant or Right, Exercise Price of Warrants or Rights |
$ 1.00
|
|
Private Placement [Member] | Common Class A [Member] |
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
Class of Warrant or Right, Exercise Price of Warrants or Rights |
$ 11.50
|
$ 11.50
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v3.23.3
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v3.23.3
Related Party Transactions (Details Narrative) - USD ($)
|
|
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
|
|
|
|
|
|
|
Jan. 05, 2023 |
Oct. 07, 2022 |
Jan. 18, 2023 |
Oct. 29, 2021 |
Apr. 29, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Jul. 02, 2023 |
Jun. 28, 2023 |
Jun. 25, 2023 |
Jan. 30, 2023 |
Jan. 27, 2023 |
Jan. 26, 2023 |
Dec. 31, 2022 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock price |
$ 10.33
|
|
|
|
|
|
|
|
|
|
|
$ 1.00
|
|
|
|
|
Class A ordinary shares |
|
|
|
|
|
|
|
|
|
|
3,347,468
|
4,312,500
|
|
17,533,296
|
|
|
Class of warrant or right, outstanding |
|
|
|
|
|
|
|
|
|
|
|
8,062,500
|
|
|
|
|
Outstanding invoice |
|
|
|
|
|
$ 31,000
|
|
$ 31,000
|
|
|
|
|
|
|
|
|
Pay certain liabilities |
|
|
|
|
|
300,000
|
|
300,000
|
|
|
|
|
|
|
|
|
Loan |
|
|
|
|
|
60,000
|
|
60,000
|
|
|
|
|
|
|
|
|
Proceeds from (Repayments of) Notes Payable |
|
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable |
|
|
|
279,597
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Receivable Related Party |
|
|
|
$ 20,403
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory note |
|
|
|
|
|
|
|
|
|
$ 1,000,000
|
|
|
|
|
|
|
Promissory note - related party |
|
|
|
|
|
412,941
|
|
412,941
|
|
|
|
|
|
|
|
|
Payments for Other Fees |
|
|
|
|
|
0
|
$ 30,000
|
60,000
|
$ 90,000
|
|
|
|
|
|
|
|
Accrued Liabilities and Other Liabilities |
|
|
|
|
|
0
|
|
$ 0
|
|
|
|
|
|
|
|
$ 100,000
|
Related Party Loans Description |
|
|
|
|
|
|
|
The Working Capital Loans would either be repaid upon consummation of an initial business
combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into
warrants of the post-business combination entity at a price of $1.00 per warrant.
|
|
|
|
|
|
|
|
|
Aggregate principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
$ 250,000
|
|
$ 750,000
|
|
Business Combination amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 375,000
|
|
Commitment fee |
|
|
|
|
|
|
|
$ 125,000
|
|
|
|
|
|
|
|
|
Sponsor description |
|
|
the Sponsor, the holder of an aggregate of 5,650,000 of the Company’s outstanding Class B ordinary shares, par value $0.0001 per share
|
|
|
|
|
the Sponsor an aggregate of $295,000 to fund the Company’s working capital requirements and the Sponsor agreed to assign to Wejo, effective
as of the Closing Date or the earlier termination of the Business Combination Agreement
in accordance with its terms or otherwise, an aggregate of 83,250 Founder Shares and
250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000.
|
|
|
|
|
|
|
|
|
Fair value of founder shares |
83,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of founder shares, value |
$ 294,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volatility |
107.88%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free rate |
4.78%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing price |
$ 0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of stock |
|
|
|
|
|
|
|
$ 6,789
|
|
|
|
|
|
|
|
|
Advanced from sponsor |
|
|
|
|
|
250,000
|
|
250,000
|
|
|
|
|
|
|
|
|
Private Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued |
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants shares, value |
$ 7,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued, value |
$ 301,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T K B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking Regulation, Total Capital, Actual |
|
|
|
|
|
$ 10,000
|
|
$ 10,000
|
|
|
|
|
|
|
|
|
Forward Purchase Agreements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Description |
|
|
|
|
|
|
|
The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and
4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0
million ($10.00 for one Class A ordinary share and one half of one warrant), in private
placements that will close concurrently with the closing of the initial business combination.
|
|
|
|
|
|
|
|
|
Class A Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
4,237,500
|
|
|
|
|
Class B Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
|
Anchor Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares acquired |
|
|
|
|
|
|
|
1,173,000
|
|
|
|
|
|
|
|
|
Value of common stock acquired |
|
|
|
|
|
|
|
$ 7,753,530
|
|
|
|
|
|
|
|
|
Stock price |
|
|
|
|
|
$ 6.61
|
|
$ 6.61
|
|
|
|
|
|
|
|
|
Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued, shares |
|
|
|
|
5,750,000
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Value, Issued for Services |
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period |
|
|
|
|
|
|
|
750,000
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
Advance from related parties |
|
|
|
|
|
$ 250,000
|
|
$ 250,000
|
|
|
|
|
|
|
|
|
Sponsor [Member] | Class B Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued, shares |
|
23,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Value, Issued for Services |
|
$ 28,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Founder Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period |
|
|
|
|
|
|
|
750,000
|
|
|
|
|
|
|
|
|
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v3.23.3
Shareholders’ Deficit (Details Narrative) - $ / shares
|
Sep. 30, 2023 |
Jan. 18, 2023 |
Dec. 31, 2022 |
Class of Stock [Line Items] |
|
|
|
Preferred stock, Shares authorized |
1,000,000
|
|
1,000,000
|
Preferred stock, Par value |
$ 0.0001
|
|
$ 0.0001
|
Preferred stock, Shares issued |
0
|
|
0
|
Preferred stock, Shares outstanding |
0
|
|
0
|
Common Class A [Member] |
|
|
|
Class of Stock [Line Items] |
|
|
|
Common stock, Shares authorized |
200,000,000
|
|
|
Common stock, Par value |
$ 0.0001
|
|
|
Common stock, Shares issued |
5,675,000
|
|
|
Common stock, Shares outstanding |
5,675,000
|
|
|
Class A Ordinary Shares [Member] |
|
|
|
Class of Stock [Line Items] |
|
|
|
Common stock, Shares authorized |
200,000,000
|
|
200,000,000
|
Common stock, Par value |
$ 0.0001
|
|
$ 0.0001
|
Common stock, Shares issued |
5,675,000
|
28,650,000
|
0
|
Common stock, Shares outstanding |
5,675,000
|
28,650,000
|
0
|
Shares subject to possible redemption |
2,119,236
|
|
23,000,000
|
Class B Ordinary Shares [Member] |
|
|
|
Class of Stock [Line Items] |
|
|
|
Common stock, Shares authorized |
20,000,000
|
|
20,000,000
|
Common stock, Par value |
$ 0.0001
|
|
$ 0.0001
|
Common stock, Shares issued |
75,000
|
100,000
|
5,750,000
|
Common stock, Shares outstanding |
75,000
|
100,000
|
5,750,000
|
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v3.23.3
Commitments and Contingencies (Details Narrative) - USD ($)
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
|
|
|
|
Jul. 24, 2023 |
Jan. 18, 2023 |
Oct. 29, 2021 |
Aug. 26, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Jun. 28, 2023 |
Jun. 25, 2023 |
Jan. 05, 2023 |
Oct. 07, 2022 |
Aug. 16, 2022 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash underwriting discount |
|
|
$ 3,850,000
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
|
|
|
|
|
|
$ 1.00
|
$ 10.33
|
|
|
Deferred underwriting commissions |
|
|
$ 8,800,000
|
|
|
|
$ 8,800,000
|
|
|
|
|
|
|
|
Aggregate amount of underwriting commissions |
|
|
|
|
|
|
8,800,000
|
|
|
|
|
|
|
|
Deferred underwriting fee payable |
|
|
|
|
|
|
0
|
|
$ 8,800,000
|
|
|
|
|
|
Ordinary shares |
|
|
|
45,000
|
|
|
|
|
|
|
|
|
|
|
Hourly payment |
|
|
|
|
|
|
|
|
|
|
|
|
$ 125
|
$ 125
|
Sponsor fees |
|
|
|
|
$ 0
|
$ 62,499
|
0
|
$ 124,998
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
0
|
|
0
|
|
$ 42,181
|
|
|
|
|
|
Forgiveness of Debt |
$ 42,181
|
|
|
|
42,181
|
|
4,692,176
|
|
|
|
|
|
|
|
Business combination, related costs |
|
|
|
|
|
|
$ 16,000
|
|
|
|
|
|
|
|
Sponsor description |
|
the Sponsor, the holder of an aggregate of 5,650,000 of the Company’s outstanding Class B ordinary shares, par value $0.0001 per share
|
|
|
|
|
the Sponsor an aggregate of $295,000 to fund the Company’s working capital requirements and the Sponsor agreed to assign to Wejo, effective
as of the Closing Date or the earlier termination of the Business Combination Agreement
in accordance with its terms or otherwise, an aggregate of 83,250 Founder Shares and
250,000 Private Warrants. Wejo paid $250,000 to the Sponsor on January 11, 2023 and $45,000 to the Sponsor on March 2, 2023, for an aggregate payment of $295,000.
|
|
|
|
|
|
|
|
Aggregate shares |
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
Vendor Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party costs |
|
|
|
$ 250,000
|
|
|
|
|
|
|
|
|
|
|
Consulting Agreements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Fees |
|
|
|
|
|
|
$ 350,000
|
|
|
|
|
|
|
|
Acquisition Costs, Period Cost |
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
Class A Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriting fee payable |
|
|
|
|
|
|
8,231,688
|
|
|
|
|
|
|
|
Gain from extinguishment of liability |
|
|
|
|
$ 568,312
|
|
$ 568,312
|
|
|
|
|
|
|
|
Common stock, shares issued |
|
28,650,000
|
|
|
5,675,000
|
|
5,675,000
|
|
0
|
|
|
|
|
|
Common stock, shares outstanding |
|
28,650,000
|
|
|
5,675,000
|
|
5,675,000
|
|
0
|
|
|
|
|
|
Class B Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares assigned to vendor |
|
|
|
|
|
|
|
|
|
|
|
|
23,883
|
|
Common stock, shares issued |
|
100,000
|
|
|
75,000
|
|
75,000
|
|
5,750,000
|
|
|
|
|
|
Common stock, shares outstanding |
|
100,000
|
|
|
75,000
|
|
75,000
|
|
5,750,000
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Over-Allotment Units |
|
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from initial public offering for deferred fee |
|
|
$ 30,000,000
|
|
|
|
|
|
|
|
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
$ 0.35
|
|
|
|
|
|
|
|
|
|
|
|
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v3.23.3
Fair Value Measurements (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Cash and marketable securities held in trust account |
|
$ 237,987,827
|
Fair Value, Inputs, Level 2 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability - Public Warrants |
936,100
|
249,550
|
Warrant liability - Private Placement Warrants |
$ 875,050
|
$ 233,275
|
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Fair Value Measurements (Details 1) - Warrant [Member] - USD ($)
|
3 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Private Placement Warrants [Member] |
|
|
|
|
|
|
Derivative warrant liabilities, at beginning |
$ 302,075
|
$ 1,612,500
|
$ 233,725
|
$ 1,826,425
|
$ 3,762,500
|
$ 5,160,000
|
Change in fair value |
572,975
|
(1,310,425)
|
1,379,225
|
(1,073,925)
|
(1,936,075)
|
(1,397,500)
|
Derivative warrant liabilities, at ending |
875,050
|
302,075
|
1,612,500
|
752,500
|
1,826,425
|
3,762,500
|
Public Warrants [Member] |
|
|
|
|
|
|
Derivative warrant liabilities, at beginning |
323,150
|
1,725,000
|
249,550
|
1,953,850
|
4,025,000
|
5,520,000
|
Change in fair value |
612,950
|
(1,401,850)
|
1,475,450
|
(1,148,850)
|
(2,071,150)
|
(1,495,000)
|
Derivative warrant liabilities, at ending |
936,100
|
323,150
|
1,725,000
|
805,000
|
1,953,850
|
4,025,000
|
Warrant Liability [Member] |
|
|
|
|
|
|
Derivative warrant liabilities, at beginning |
625,225
|
3,337,500
|
483,275
|
3,780,275
|
7,787,500
|
10,680,000
|
Change in fair value |
1,185,925
|
(2,712,275)
|
2,854,675
|
(2,222,775)
|
(4,007,225)
|
(2,892,500)
|
Derivative warrant liabilities, at ending |
$ 1,811,150
|
$ 625,225
|
$ 3,337,500
|
$ 1,557,500
|
$ 3,780,275
|
$ 7,787,500
|
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Roth CH Acquisition (NASDAQ:USCTU)
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